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                                                               EXHIBIT  10.5


                                COLUMBIA BANCORP
                           1996 STOCK INCENTIVE PLAN

         1.      Purpose.  The purpose of this 1996 Stock Incentive Plan (the
"Plan") is to enable Columbia Bancorp (the "Company") to attract and retain
experienced and able directors, officers, employees and other key contributors
and to provide an additional incentive to these individuals to exert their best
efforts for the Company and its shareholders.

         2.      Administration.

                 2.1      Board of Directors.  The Plan shall be administered
by the board of directors of the Company (the "Board of Directors"), which
shall determine and designate from time to time the persons to whom grants and
awards shall be made and the amounts, terms and conditions of those grants and
awards.  Subject to the provisions of the Plan, the Board of Directors may from
time to time adopt or amend rules and regulations relating to administration of
the Plan, and the interpretation and construction of the provisions of the Plan
by the Board of Directors shall be final and conclusive.  Whenever the
operation of the Plan requires that the fair market value of the Company's
common stock ("Stock") be determined, the fair market value shall be determined
by, or in a manner approved by, the Board of Directors.  No employee who
receives an option under the Plan shall participate in any decisions of the
Board of Directors with respect to the Plan.

                 2.2      Committee.  The Board of Directors may delegate to a
committee of the Board of Directors (the "Committee") any or all authority for
administration of the Plan.  If authority is delegated to a Committee, all
references to the Board of Directors in the Plan shall mean and relate to the
Committee except (i) as otherwise provided by the Board of Directors and (ii)
that only the Board of Directors may amend or terminate the Plan as provided
elsewhere herein.

         3.      Eligibility.  Grants and awards may be made under the Plan to
directors, officers, and key employees of the Company or any parent or
subsidiary of the Company, and other key individuals such as consultants to the
Company who the Board of Directors believes have made or will make an essential
contribution to the Company; provided, however, that only employees of the
Company shall be eligible to receive Incentive Stock Options under the Plan.

         4.      Shares Subject to the Plan.  Except as provided in paragraph
9, the total number of shares of Stock that may be issued (i) upon exercise of
all options and stock appreciation rights granted under the Plan, (ii) as
bonuses under the Plan and (iii) pursuant to sales under the Plan, shall not
exceed in the aggregate 200,000 shares.  If any option under the Plan or stock
appreciation right granted without a related option expires or is canceled or
terminated and is unexercised in whole or in part, the shares allocable to the
unexercised portion shall again become available for awards under the Plan,
except that shares that are issued on exercise of a stock appreciation right
that were



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allocable to an option, or portion thereof, surrendered in connection with the
exercise of the stock appreciation right shall not again become available for
awards under the Plan.  If Stock sold or awarded as a bonus under the Plan is
forfeited to the Company or repurchased by the Company pursuant to applicable
restrictions, the number of shares forfeited or repurchased shall again be
available under the Plan.  Stock issued under the Plan may be subject to such
restrictions on transfer, repurchase rights, or other restrictions as are
determined by the Board of Directors.  The certificates representing such Stock
shall bear such legends as are determined by the Board of Directors.

         5.      Effective Date and Duration of Plan.

                 5.1      Effective Date.  The Plan shall become effective when
adopted by the Board of Directors (the "Effective Date"). Subject to this
limitation, options and stock appreciation rights may be granted and Stock may
be awarded as bonuses or sold under the Plan at any time after the Effective
Date and before termination of the Plan.

                 5.2      Duration of the Plan.  The Plan shall continue until,
in the aggregate, options and stock appreciation rights have been granted and
exercised and Stock has been awarded as bonuses or sold and the restrictions on
any such Stock have lapsed with respect to all shares subject to the Plan under
paragraph 4 (subject to any adjustments under paragraph 9).  The Board of
Directors may suspend or terminate the Plan at any time except with respect to
options, stock appreciation rights and bonus rights, and Stock subject to
restrictions then outstanding under the Plan.  Termination shall not affect any
right of the Company to repurchase shares or the forfeitability of shares
issued under the Plan.

         6.      Grants, Awards and Sales.

                 6.1      Type of Security.  The Board of Directors may, from
time to time, take the following actions, separately or in combination, under
the Plan:  (i) grant Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"); (ii) grant options
other than Incentive Stock Options (hereinafter "Non-Statutory Stock Options");
(iii) grant stock appreciation rights or bonus rights; (iv) award bonuses of
Stock; and (v) sell Stock subject to restrictions.  The Board of Directors
shall specify the action taken with respect to each person granted, awarded, or
sold any option or Stock under the Plan and shall specifically designate each
option granted under the Plan as an Incentive Stock Option or a Non-Statutory
Stock Option.

                 6.2      General Rules Relating to Options.

                          6.2.1   Time of Exercise.  Except as provided in
paragraph 8, options granted under the Plan may be exercised over the period
stated in each option in amounts and at times prescribed by the Board of
Directors and stated in the option, provided that options shall not be
exercised for fractional shares.  If the optionee does not exercise an option
in any period with respect to the full number of shares to which the


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optionee is entitled in that period, the optionee's rights shall be cumulative
and the optionee may purchase those shares in any subsequent period during the
term of the option.

                 6.2.2    Purchase of Shares.  Shares may be purchased or
acquired pursuant to an option granted under the Plan only on receipt by the
Company of notice in writing from the optionee of the optionee's intention to
exercise, specifying the number of shares the optionee desires to purchase and
the date on which the optionee desires to complete the transaction, which may
not be more than 30 days after receipt of the notice.  On or before the date
specified for completion of the purchase, the optionee must have paid the
Company the full purchase price in cash, including cash that may be the
proceeds of a loan from the Company, in shares of Stock previously acquired by
the optionee valued at fair market value, or in any combination of cash and
shares of Stock.  No shares shall be issued until full payment therefor has
been made.  Each optionee who has exercised an option shall, on notification of
the amount due, if any, and prior to or concurrently with delivery of the
certificates representing the shares for which the option was exercised, pay to
the Company amounts necessary to satisfy any applicable federal, state, and
local withholding tax requirements.  If additional withholding becomes required
beyond any amount deposited before delivery of the certificates, the optionee
shall pay such amount to the Company on demand.  If the employee fails to pay
the amount demanded, the Company shall have the right to withhold that amount
from other amounts payable by the Company to the optionee, including salary,
subject to applicable law.

         6.3     Incentive Stock Options.  Incentive Stock Options shall be
subject to the following additional terms and conditions:

                 6.3.1    Limitation on Amount of Grants.  No employee may be
granted Incentive Stock Options under the Plan such that the aggregate fair
market value on the date of grant of the Stock with respect to which Incentive
Stock Options are exercisable for the first time by that employee during any
calendar year, under the Plan and under any other incentive stock option plan
(within the meaning of Section 422 of the Code) of the Company or any parent or
subsidiary of the Company, exceeds $100,000.

                 6.3.2    Option Price.  The option price per share under each
option granted under the Plan shall be determined by the Board of Directors,
but the option price with respect to an Incentive Stock Option shall be not
less than 100 percent of the fair market value of the shares covered by the
option on the date the option is granted.

                 6.3.3    Duration of Options.  Subject to paragraphs 6.3.4 and
8, each option granted under the Plan shall continue in effect for the period
fixed by the Board of Directors, except that no Incentive Stock Option shall be
exercisable after the expiration of 10 years from the date it is granted.

                 6.3.4    Limitations on Grants to 10 Percent Shareholders.  An
Incentive Stock Option may be granted under the Plan to an employee of the
Company, or of any


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parent or subsidiary of the Company, possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company, or of any
parent or subsidiary of the Company, only if the option price is at least 110
percent of the fair market value of the Stock subject to the option on the date
it is granted, and the option by its terms is not exercisable after the
expiration of five years from the date it is granted.

                 6.3.5    Limitation on Time of Grant.  No Incentive Stock
Option may be granted on or after the tenth anniversary of the earlier of the
Effective Date or shareholder approval of the Plan.

         6.4     Non-Statutory Stock Options.  Non-Statutory Stock Options
shall be subject to the following additional terms and conditions:

                 6.4.1    Option Price.  The option price per share under each
option granted under the Plan shall be determined by the Board of Directors in
its discretion.

                 6.4.2    Duration of Options.  Non-Statutory Stock Options
granted under the Plan shall continue in effect for the period fixed by the
Board of Directors.

         6.5     Stock Bonuses.  Stock awarded as a bonus shall be subject to
the terms, conditions, and restrictions determined by the Board of Directors at
the time the Stock is awarded as a bonus.  The Board of Directors may require
the recipient to sign an agreement as a condition of the award, but may not
require the recipient to pay any money consideration except as provided in the
last sentence of this paragraph.  The agreement may contain such terms,
conditions, representations, and warranties as the Board of Directors may
require.  The Company may require any recipient of a Stock bonus to pay to the
Company amounts necessary to satisfy any applicable federal, state, or local
tax withholding requirements prior to delivery of certificates.

         6.6     Restricted Stock.  The Board of Directors may issue shares of
Stock under the Plan for such consideration (including promissory notes and
services) as determined by the Board of Directors in accordance with the law
and with such restrictions concerning transferability, repurchase by the
Company, or forfeiture as determined by the Board of Directors.  All shares of
Stock issued pursuant to this paragraph 6.6 shall be subject to a purchase
agreement, which shall be executed by the Company and the prospective recipient
of the Stock prior to the delivery of certificates representing such shares to
the recipient.  the purchase agreement shall contain such terms and conditions
and representations and warranties as the Board of Directors shall require.

         6.7     Stock Appreciation Rights.

                 6.7.1    Description.  Each stock appreciation right shall
entitle the holder, on exercise, to receive from the Company in exchange
therefor an amount equal in value to the excess of the fair market value on the
date of exercise of one share of Stock over its fair market value on the date
of grant (or, in the case of a stock appreciation right granted in connection
with an option, the option price per share under the option to which the



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stock appreciation right relates), multiplied by the number of shares covered
by the stock appreciation right or the option, or portion thereof, that is
surrendered.

                 6.7.2    Exercise.  A stock appreciation right shall be
exercisable only at the time or times established by the Board of Directors.
If a stock appreciation right is granted in connection with an option, then it
shall be exercisable only to the extent and on the same conditions that the
related option is exercisable.  Upon exercise of a stock appreciation right,
any option or portion thereof to which the stock appreciation right relates
must be surrendered unexercised.

                 6.7.3    Payment.  Payment by the Company upon exercise of a
stock appreciation right may be made in shares of Stock valued at fair market
value, or in cash, or partly in Stock and partly in cash, as determined by the
Board of Directors.  No fractional shares shall be issued upon exercise of a
stock appreciation right.  In lieu thereof, cash may be paid in an amount equal
to the value of the fraction or, in the discretion of the Board of Directors,
the number of shares may be rounded to the next whole share.

                 6.7.4    Adjustment.  In the event of any adjustment pursuant
to paragraph 9 in the number of shares of Stock subject to an option granted
under the Plan, any stock appreciation right granted hereunder in connection
with such option shall be proportionately adjusted.

         6.8     Cash Bonus Rights.

                 6.8.1    Grant.  The Board of Directors may grant bonus rights
under the Plan in connection with (i) an option or stock appreciation right
granted or previously granted, (ii) Stock awarded, or previously awarded, as a
bonus, and (iii) Stock sold, or previously sold, under the Plan.  Bonus rights
will be subject to rules, terms, and conditions as the Board of Directors may
prescribe.

                 6.8.2    Bonus Rights in Connection with Options and Stock
Appreciation Rights.  A bonus right granted in connection with an option will
entitle an optionee to a cash bonus when the related option is exercised (or is
surrendered in connection with the exercise of a stock appreciation right
related to the option) in whole or in part.  A bonus right granted in
connection with a stock appreciation right will entitle the holder to a cash
bonus when the stock appreciation right is exercised.  Upon exercise of an
option, the amount of the bonus shall be determined by multiplying the excess
of the total fair market value of the shares to be acquired upon the exercise
over the total option price for the shares by the applicable bonus percentage.
Upon exercise of a stock appreciation right, the bonus shall be determined by
multiplying the total fair market value of the shares or cash received pursuant
to the exercise of the stock appreciation right by the applicable bonus
percentage.  The bonus percentage applicable to a bonus right shall be
determined from time to time by the Board of Directors but shall in no event
exceed 100 percent.


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                 6.8.3    Bonus Rights in Connection with Stock Bonus.  A bonus
right granted in connection with Stock awarded as a bonus will entitle the
person awarded such Stock to a cash bonus either at the time the Stock is
awarded or at such time as restrictions, if any, to which the Stock is subject
lapse.  If Stock awarded is subject to restrictions and is repurchased by the
Company or forfeited by the holder, the bonus right granted in connection with
such Stock shall terminate and may not be exercised.  The amount of cash bonus
to be awarded and the time such cash bonus is to be paid shall be determined
from time to time by the Board of Directors.

                 6.8.4    Bonus Rights in Connection with Stock Purchase.  A
bonus right granted in connection with Stock purchased hereunder (excluding
Stock purchased pursuant to an option) shall terminate and may not be exercised
in the event the Stock is repurchased by the Company or forfeited by the holder
pursuant to restrictions applicable to the Stock.  The amount of cash bonus to
be awarded and the time such cash bonus is to be paid shall be determined from
time to time by the Board of Directors.

         7.      Nontransferability.  Each option, stock appreciation right, or
cash bonus right granted under the Plan by its terms shall be nonassignable and
nontransferable by the holder except by will or by the laws of descent and
distribution of the state or country of the holder's domicile at the time of
death, and each option, stock appreciation right, or cash bonus right by its
terms shall be exercisable during the holder's lifetime only by the holder.

         8.      Termination of Employment.

                 8.1      Retirement or General Termination.  Unless otherwise
determined by the Board of Directors, if an employee's employment by the
Company or any parent or subsidiary of the Company is terminated by retirement
or for any reason other than in the circumstances specified in 8.2 below, any
option, stock appreciation right or cash bonus right held by the employee may
be exercised at any time prior to its expiration date or the expiration of
three months after the date of the termination, whichever is the shorter
period, but only if and to the extent the employee was entitled to exercise the
option, stock appreciation right or cash bonus right on the date of
termination.  Transfer of an employee by the Company or any parent or
subsidiary of the Company to the Company or any parent or subsidiary of the
Company shall not be considered a termination for purposes of the Plan.

                 8.2      Death or Disability.  Unless otherwise determined by
the Board of Directors, if an employee's employment by the Company or any
parent or subsidiary of the Company is terminated because of death or physical
disability (within the meaning of Section 22(e)(3) of the Code), any option
stock appreciation right or cash bonus right held by the employee may be
exercised at any time prior to its expiration date or the expiration of one
year after the date of termination, whichever is the shorter period, for the
greater of (a) the number of remaining shares for which the employee was
entitled to exercise the option, stock appreciation right or cash bonus right
on the date of termination

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or (b) the number of remaining shares for which the employee would have been
entitled to exercise the option, stock appreciation right or cash bonus right
if such option or right had been 50 percent exercisable on the date of
termination.  If an employee's employment is terminated by death, any option,
stock appreciation right or cash bonus right held by the employee shall be
exercisable only by the person or persons to whom the employee's rights under
the option, stock appreciation right or cash bonus right pass by the employee's
will or by the laws of descent and distribution of the state or country of the
employee's domicile at the time of death.

                 8.3      Termination of Unexercised Rights.  to the extent an
option, stock appreciation right or cash bonus right held by any deceased
employee or by any employee whose employment is terminated is not exercised
within the limited periods provided above, all further rights to exercise the
option, stock appreciation right or cash bonus right shall terminate at the
expiration of such periods.

                 8.4      Termination of Non-Employees.  With respect to
options, stock appreciation rights and cash bonus rights granted to persons who
are not employees of the Company, the Board of Directors may establish
provisions relating to the termination of those persons' status with the
Company.

         9.      Changes in Capital Structure.  If the outstanding shares of
Stock are increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company or of another
corporation, by reason of any reorganization, merger, consolidation, plan of
exchange, recapitalization, reclassification, stock split-up, combination of
shares, or dividend payable in shares, appropriate adjustment shall be made by
the Board of Directors in the number and kind of shares for the purchase of
which options or stock appreciation rights may be granted and for which Stock
may be awarded as bonuses or sold subject to restrictions under the Plan.  In
addition, the Board of Directors shall make appropriate adjustments in the
number and kind of shares as to which outstanding options, or portions thereof
then unexercised, shall be exercisable, and the number and kind of shares
covered by outstanding stock appreciation rights to the end that each
optionee's proportionate interest shall be maintained as before the occurrence
of such event.  Adjustments in outstanding options shall be made without change
in the total price applicable to the unexercised portion of any option and with
a corresponding adjustment in the option price per share.  Adjustments in
outstanding stock appreciation rights shall be made without change in their
total value.  Any such adjustment made by the Board of Directors shall be
conclusive.  In the event of dissolution or liquidation of the Company or a
merger, consolidation, or plan of exchange affecting the Company, in lieu of
making adjustments as provided for above in this paragraph 9, the Board of
Directors may, in its sole discretion, provide a 30-day period prior to such
event during which optionees shall have the right to exercise options or stock
appreciation rights.


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         10.     Corporate Mergers, Acquisitions, Etc.  The Board of Directors
may also grant options and stock appreciation rights having terms and
provisions which vary from those specified in this Plan provided that any
options and stock appreciation rights granted pursuant to this section are
granted in substitution for, or in connection with the assumption of, existing
options and stock appreciation rights granted by another corporation and
assumed or otherwise agreed to be provided for by the Company pursuant to or by
reason of a transaction involving a corporate merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation to
which the Company or a subsidiary is a party.

         11.     Amendment of Plan.  The Board of Directors may at any time and
from time to time modify or amend the Plan in such respects as it deems
advisable because of changes in the law while the Plan is in effect or for any
other reason.  Except as provided in paragraph 9, however, no change in an
option or stock appreciation right already granted to any person shall be made
without the written consent of such person.  Furthermore, unless approved at an
annual meeting or a special meeting by the shareholders of the Company entitled
to vote thereon, no amendment or change shall be made in the Plan (a)
increasing the total number of shares that may be issued under the Plan, or (b)
changing the class of persons eligible to receive options under the Plan.

         12.     Approvals.  The obligations of the Company under the Plan are
subject to the approval of state and federal authorities or agencies with
jurisdiction in the matter.  The Company will use its best efforts to take
steps required by state or federal law or applicable regulations in connection
with the granting of any option or the issuance or sale of any shares under the
Plan.  the foregoing notwithstanding, the Company shall not be obligated to
issue or deliver shares of Stock under the Plan if the Company is advised by
its legal counsel that such issuance or delivery would violate applicable state
or federal laws.

         13.     Employment Rights.  Nothing in the Plan or any grant pursuant
to the Plan shall confer on any employee any right to be continued in the
employment of the Company or any parent or subsidiary of the Company or shall
interfere in any way with the right of the Company or any parent or subsidiary
of the Company by whom such employee is employed to terminate such employee's
employment at any time, with or without cause.

         14.     Rights as a Shareholder.  A holder of an option or a stock
appreciation right, a recipient of Stock awarded as a bonus, or a purchaser of
Stock shall have no rights as a shareholder with respect to any shares covered
by any option, stock appreciation right, bonus award, or stock purchase
agreement until the date of issue of a stock certificate to him or her for such
shares.  Except as otherwise provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such stock certificate is issued.

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