Exhibit 10.1
                            SUBURBAN BANCSHARES, INC.

                             1997 STOCK OPTION PLAN

         1.       PURPOSE OF THE PLAN

                  The  purpose  of this  Suburban  Bancshares,  Inc.  1997 Stock
Option Plan (the"1997  Plan") is to advance the interests of the Company through
providing selected key Employees and Directors of the Company and its Affiliates
with the opportunity to acquire Shares. By encouraging such stock ownership, the
Company seeks to attract,  retain and motivate the best available  personnel for
positions of substantial responsibility;  to provide additional incentive to key
Employees and Directors of the Company and its Affiliates to promote the success
of the  business  as  measured  by the value of its  Shares;  and  generally  to
increase the commonality of interests between key Employees, Directors and other
shareholders.

         2.       DEFINITIONS

                  As used herein, the following definitions shall apply:

                  (a)   "Affiliate"   shall  mean  any  Parent   Corporation  or
Subsidiary Corporation of the Company, and shall include the Bank.

                  (b) "Agreement" shall mean a written agreement entered into in
accordance with Section 5(c).

                  (c) "Award"  shall  mean,  collectively,  Options,  unless the
context clearly indicates a different meaning.

                  (d) "Bank" shall mean The Columbia Bank, a Maryland commercial
bank.

                  (e) "Board" shall mean the Board of Directors of the Company.

                  (f) "Cause" shall mean, in the context of the  termination  of
an Employee's  employment by the Company or any  Affiliate,  or the removal of a
Director (whether by action of the appropriate Board of Directors, shareholders,
regulatory  action or otherwise),  as a result of the failure of the Participant
(other than for the reasons set forth in Section 9(a) or 9(b) hereof) to perform
in any  material  respect,  the  duties  of  such  Participant's  position;  any
misconduct on the part of the Participant that, in the reasonable  determination
of the  Board is  damaging  or  detrimental  to the  Company  or any  Affiliate;
conviction of a crime involving a felony,  fraud,  embezzlement,  perjury or the
like; any breach of fiduciary duty involving personal profit or misappropriation
of funds or property of, or entrusted to, the Company or any  Affiliate;  or the
receipt of any written order,  agreement,  memorandum or other  requirement from
any  regulatory  agency  having  jurisdiction  over the Company or any Affiliate
requiring the termination, removal or resignation of such Participant.
<PAGE>

                  (g)  "Change in Control"  shall mean any one of the  following
events  occurring  after the Effective  Date: (1) the  acquisition of ownership,
holding or power to vote more than 51% of the Bank's or Company's  voting stock;
(2) the  acquisition  of the power to control the  election of a majority of the
Bank's or Company's Directors;  (3) the exercise of a controlling influence over
the  management  or  policies  of the Bank or the  Company  by any  person or by
persons  acting as a "group" (as that term is used for purposes of Section 13(d)
of the  Securities  Exchange  Act of 1934,  as  amended),  or (4) the failure of
Continuing Directors to constitute at least two-thirds of the Board of Directors
of the  Company  or the Bank (the  "Company  Board")  during  any  period of two
consecutive years. For purposes of this 1997 Plan,  "Continuing Directors" shall
include  only those  individuals  who were  members of the Company  Board at the
Effective  Date and those other  individuals  whose  election or nomination  for
election  as a member of the  Company  Board was  approved by a vote of at least
two-thirds  of the  Continuing  Directors  then in office.  For purposes of this
subparagraph  only, the term "person"  refers to an individual or a corporation,
partnership,  trust, association,  company, joint venture, pool, syndicate, sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.

                  (h) "Code"  shall  mean  the Internal Revenue Code of 1986, as
amended.

                  (i)  "Committee"  shall mean the Personnel,  Compensation  and
Stock Option  Committee  appointed by the Board in accordance  with Section 5(a)
hereof.

                  (j)  "Common  Stock"  shall mean the common  stock,  par value
$0.01 per share, of the Company.

                  (k) "Company"  shall   mean   Columbia   Bancorp,  a  Maryland
corporation.

                  (l)  "Continuous  Service"  shall  mean  the  absence  of  any
interruption  or  termination  of service as an  Employee  of the  Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the Company
or in the case of transfers  between payroll locations of the Company or between
the Company, an Affiliate or a successor.

                  (m) "Director"  shall  mean  a  member  of the Board or of the
Board of Directors of any Affiliate.

                  (n) "Effective Date" shall mean the date  specified in Section
13 hereof.
<PAGE>

                  (o) "Employee" shall mean any person  employed,  as an Officer
or otherwise, by the Company or by an Affiliate,  and shall include Directors of
the  Company  or an  Affiliate  who  are  also  employed  by the  Company  or an
Affiliate.

                  (p) "Exercise  Price" shall mean the price per Optioned  Share
at which an Option or SAR may be exercised.

                  (q) "ISO" means an option to purchase Common Stock which meets
the  requirements set forth in the 1997 Plan, and which is intended to be and is
identified as an "incentive  stock option"  within the meaning of Section 422 of
the Code.

                  (r) "Market  Value"  shall mean the fair  market  value of the
Common Stock, as determined in accordance with Section 7(b) hereof.

                  (s) "Non-Employee  Director" shall mean a Director who, at any
time of determination: (i) is not currently an Employee; (ii) does not, directly
or indirectly,  currently receive compensation from the Company or any Affiliate
for services rendered as a consultant,  other than in the capacity as a director
and other than  compensation  in an amount  which would not  require  disclosure
pursuant to Item 404(a) of  Regulation  S-K;  (iii) does not have an interest in
any  transaction  which  would  require  disclosure  pursuant  to Item 404(a) of
Regulation S-K; and (iv) is not engaged in a business  relationship  which would
require disclosure pursuant to Item 404(b) of Regulation S-K.

                  (t) "Non-ISO"  means an option to purchase  Common Stock which
meets the  requirements  set forth in the 1997 Plan but which is not intended to
be, and is not identified as, an ISO.

                  (u) "Option" means an ISO and/or a Non-ISO.

                  (v) "Optioned  Shares" shall mean Shares  subject to an Option
granted pursuant to this 1997 Plan.

                  (w)  "Parent"  shall mean any  present  or future  corporation
which would be a "parent corporation" as defined in Subsection 425(e) and (g) of
the Code.

                  (x) "Participant" shall mean any person who receives an Award
 pursuant to the 1997 Plan.

                  (y) "1997 Plan"  shall mean the Suburban Bancshares, Inc. 1997
Stock Option Plan.
<PAGE>

                  (z) "Regulation  S-K" shall mean Regulation S-K of the General
Rules and Regulations  promulgated under the Securities Exchange Act of 1934, as
amended,  17 CFR sec.229.1  et. seq.,  provided,  however,  if the Company shall
commence  reporting  as a "small  business  issuer"  within the  meaning of Rule
405promulgated  under the  Securities  Act of 1933,  as amended,  references  to
Regulation S-K shall refer to the comparable provisions of Regulation S-B of the
General  Rules and  Regulation  promulgated  under the  Securities  Exchange Act
of1934, as amended 17 CFR sec. 228.1 et. seq.

                  (aa) "Share" shall mean one share of Common Stock.

                  (ab) "Subsidiary" shall mean any present or future corporation
which would be a "subsidiary  corporation"  as defined in Subsection  425(f) and
(g) of the Code.

         3.       TERM OF THE 1997 PLAN AND AWARDS

                  (a) Term of the 1997  Plan.  The 1997 Plan shall  continue  in
effect for a term of ten years from the Effective Date, unless sooner terminated
pursuant  to Section 16 hereof.  No Award  shall be granted  under the 1997 Plan
after ten years from the Effective Date.

                  (b) Term of Awards.  The term of each Award  granted under the
1997 Plan shall be established by the Committee,  but shall not exceed 10 years;
provided,  however, that in the case of an Employee who owns Shares representing
more than 10% of the  outstanding  Common Stock at the time an ISO is granted to
such Employee, the term of such ISO shall not exceed five years.

         4.       SHARES SUBJECT TO THE 1997 PLAN

                  Subject to  adjustment in  accordance  with the  provisions of
Section 12 hereof,  the aggregate  number of Shares with respect to which Awards
may be  granted  shall  not  exceed  115,814.  Optioned  Shares  may  either  be
authorized but unissued Shares or Shares held in treasury.

         5.       ADMINISTRATION OF THE 1997 PLAN

                  (a)  Composition  of the  Committee.  The 1997  Plan  shall be
administered  by the Committee,  which shall consist solely of not less than two
(2)  members  of the  Board  who  are  Non-Employee  Directors.  Members  of the
Committee  shall serve at the pleasure of the Board.  In the absence at any time
of a duly  appointed  Committee,  the 1997 Plan shall be  administered  by those
members of the Board who are Non-Employee Directors.
<PAGE>

                  (b) Powers of the Committee.  Except as limited by the express
provisions  of the  1997  Plan  or by  resolutions  adopted  by the  Board,  the
Committee shall have sole and complete  authority and discretion:  (i) to select
Participants and grant Awards;  (ii) to determine the form and content of Awards
to be issued in the form of Agreements  under the 1997 Plan;  (iii) to interpret
the 1997  Plan;  (iv) to  prescribe,  amend and  rescind  rules and  regulations
relating  to the  1997  Plan;  (v) to make  other  determinations  necessary  or
advisable  for the  administration  of the  1997  Plan;  and  (vi)  to  delegate
ministerial tasks in connection with the  administration of the 1997 Plan to one
or more of the  members  of the  Committee.  The  Committee  shall  have and may
exercise  such other power and  authority as may be delegated to it by the Board
from time to time. A majority of the entire  Committee shall constitute a quorum
and the action of a majority  of the  members  present at any meeting at which a
quorum is present,  or acts  approved in writing by a majority of the  Committee
without a meeting, shall be deemed the action of the Committee.

                  (c)  Agreement.  Each Award  shall be  evidenced  by a written
agreement  containing such provisions as may be approved by the Committee.  Each
such Agreement shall  constitute a binding  contract between the Company and the
Participant, and every Participant,  upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the 1997 Plan and of such Agreement.  The
terms of each such Agreement  shall be in accordance with the 1997 Plan, but any
Agreement may include such additional provisions and restrictions  determined by
the Committee,  in its discretion,  provided that such additional provisions and
restrictions  are  not  inconsistent  with  the  terms  of  the  1997  Plan.  In
particular,  the Committee shall set forth in each  Agreement:  (i) the Exercise
Price of an Option;  (ii) the number of Shares  subject  to, and the  expiration
date of, the Award; (iii) the manner, time and rate (cumulative or otherwise) of
exercise  or vesting of such  Award;  and (iv) the  restrictions,  if any, to be
placed upon such Award, or upon Shares which may be issued upon exercise of such
Award.

                  The Chairman of the Committee and such other officers as shall
be designated by the  Committee are hereby  authorized to execute  Agreements on
behalf of the Company and to cause them to be  delivered  to the  recipients  of
Awards.

                  (d)  Effect  of  the  Committee's  Decisions.  All  decisions,
determinations and  interpretations of the Committee shall be final,  conclusive
and binding on all persons affected thereby.

                  (e)  Indemnification.  In  addition  to such  other  rights of
indemnification  as they  may  have,  the  members  of the  Committee  shall  be
indemnified  by the  Company  in  connection  with any  claim,  action,  suit or
proceeding relating to any action taken or failure to act under or in connection
with the 1997 Plan or any Award granted  hereunder,  to the full extent provided
for under the Company's  Articles of Incorporation or Bylaws with respect to the
indemnification of Directors.

         6.       GRANT OF OPTIONS

                  (a) General.  In its sole discretion,  the Committee may grant
Options to Employees of the Company or its  Affiliates and may grant Non-ISOs to
Directors.  In selecting Participants and in determining the number of shares of
Common  Stock to be  granted  to each such  Participant  pursuant  to each Award
granted  under the 1997  Plan,  the  Committee  may  consider  the nature of the
services rendered by each such Participant,  each such Participant's current and
potential  contribution to the Company,  and such other factors as the Committee
may, in its sole discretion,  deem relevant.  Participants who have been granted
an Award may, if otherwise eligible, be granted additional Awards.
<PAGE>

                  (b) Special Rules for ISOs. The aggregate  Market Value, as of
the date the Option is  granted,  of the Shares  with  respect to which ISOs are
exercisable  for the first time by an Employee  during any calendar  year (under
all incentive  stock option plans, as defined in Section 422 of the Code, of the
Company or any present or future Parent or Subsidiary of the Company)  shall not
exceed $100,000.  Notwithstanding  the prior  provisions of this paragraph,  the
Committee may grant to Employees Options in excess of the foregoing limitations,
in which case such Options granted in excess of such limitation shall be Options
which are Non-ISOs.

         7.       EXERCISE PRICE FOR OPTIONS

                  (a)  Limitations.  The  Exercise  Price  as to any  particular
Option  granted  under the 1997 Plan shall not be less than the Market  Value of
the  Optioned  Shares on the date of grant.  In the case of an  Employee  who is
granted an ISO and at that time owns  Shares  representing  more than 10% of the
Company's  outstanding  Shares of Common Stock,  the Exercise  Price of such ISO
shall not be less than 110% of the Market Value of the Optioned  Shares  subject
to such ISO at the time the ISO is granted.

                  (b)  Determination  of Exercise  Price. If the Common Stock is
listed on a national  securities exchange (including the NASDAQ National Market)
on the date in question,  then the Market Value per Share shall be not less than
the  average of the highest and lowest  selling  price on such  exchange on such
date, or if there were no sales on such date,  then the Exercise  Price shall be
not less than the mean  between  the bid and asked  price on such  date.  If the
Common Stock is traded otherwise than on a national  securities  exchange on the
date in  question,  then the Market  Value per Share  shall be not less than the
mean  between the bid and asked  price on such date,  or, if there is no bid and
asked price on such date, then on the next prior business day on which there was
a bid and asked  price.  If no such bid and asked price is  available,  then the
Market  Value per Share  shall be its fair  market  value as  determined  by the
Committee, in its sole and absolute discretion.

                  (c) Reissuance of Options. Not withstanding anything herein to
the  contrary,  the  Committee  shall have the  authority to cancel  outstanding
Options  with the  consent of the  Participant  and to reissue  new Options at a
lower Exercise Price equal to the then Market Value per share of Common Stock in
the event that the Market  Value per share of Common  Stock at any time prior to
the date of exercise of outstanding Options falls below the Exercise Price.

         8.       EXERCISE OF OPTIONS

                  (a) General. Any Option granted hereunder shall be exercisable
at such times and under such conditions as shall be permissible  under the terms
of the1997 Plan and of the Agreement granted to a Participant. An Option may not
be exercised for a fractional Share.
<PAGE>

                  (b)  Procedure  for  Exercise.   A  Participant  may  exercise
Options,  subject to provisions  relative to its  termination and limitations on
its  exercise,  only by  delivering  to the Company  both (i) written  notice of
intent to exercise the Option with respect to a specified number of Shares,  and
(ii) payment in full of the aggregate  Exercise Price of the Shares with respect
to which the Option is being exercised,  which payment may be in cash, in Common
Stock,  or a combination of cash and Common Stock.  Each such notice and payment
shall be delivered, or mailed by prepaid registered or certified mail, addressed
to the Treasurer of the Company at the Company's executive offices. Common Stock
utilized in full or partial  payment of the Exercise  Price for Options shall be
valued at its Market Value at the date of exercise.

                  (c)  Exercisability  and Termination.  (i) Except as otherwise
provided  herein or in the  Agreement  relating to any Option,  no Employee  may
exercise  any Option  unless  the  Employee  shall  have been in the  Continuous
Employment  of the  Company  or any  Affiliate  at all times  during  the period
beginning with the date of grant of any such Option and ending on the date three
(3) months  prior to the date of  exercise of any such  Option.  Notwithstanding
anything to the contrary contained herein, if an Employee's  employment with the
Company is terminated for Cause, all of such Employee's  Options shall terminate
effective  immediately  upon  termination  of Employee's  employment.  Except as
otherwise  provided  herein  or in  the  Agreement  relating  to an  Option,  no
Non-Employee  Director  may  exercise  any  Option  more than one year after the
termination of such Non-Employee  Directors service as a Director.  In the event
of the removal of a Non-Employee  Director for Cause,  all of such  Non-Employee
Director's  Options shall terminate  effective upon removal of such Non-Employee
Director. (ii) In the event that any Employee's employment by the Company or any
Affiliate  shall  terminate  for any  reason,  other  than  Permanent  and Total
Disability (as such term is defined in Section  22(e)(3) of the Code),  death or
Cause, all of any such Employee's  Options and all of any such Employee's rights
to  purchase  or  receive  shares  of  Common  Stock  pursuant  thereto,   shall
automatically terminate on the earlier of (A) the respective expiration dates of
such Options;  or (B) the  expiration of three (3) months after the date of such
termination of employment, but only if, and to the extent that, the Employee was
entitled to exercise such Option at the date of such  termination of employment.
In the event that a  Subsidiary  ceases to be a Subsidiary  of the Company,  the
employment of all of its employees who are not immediately  thereafter employees
of the Company  shall be deemed to terminate  upon the date such  Subsidiary  so
ceases to be a Subsidiary of the Company. (iii) In the event that the employment
of any  Employee by the Company or any  Affiliate  (including  any service by an
Employee as a Director) shall terminate as the result of the Permanent and Total
Disability  of such  Employee,  or if the service of any  Non-Employee  Director
shall terminate as a result of Permanent and Total Disability,  such Employee or
Non-Employee  Director,  as the case may be, may exercise any Option  granted to
him  pursuant  to the 1997  Plan at any time  prior  to the  earlier  of (A) the
respective  expiration  dates of such  Options  or (B) the date which is one (1)
year after the date of such  termination,  but only if, and to the extent  that,
the such  Participant  was entitled to exercise  such Option at the date of such
termination. For purposes of this Section 8(iii), any Option held by an Employee
or  Non-Employee  Director  shall be considered  exercisable  at the date of his
Permanent and Total  disability if the only unsatisfied  condition  precedent to
the  exercisability  of such  Option at such date is the  passage of a specified
period of time.  (iv) In the event of the  death of any  Participant  all of the
Options  granted to any such  Employee may be exercised by the person or persons
to whom the Participant's rights under any such Options pass by will or the laws
of descent and  distribution  (including  the  Participant's  estate  during the
period of  administration)  at any time prior to (A) the  respective  expiration
dates of such  Options;  or (B) the date which is one (1) year after the date of
death of such  Participant  but only if, and to the extent that, the Participant
was entitled to exercise any of such Options at the date of death.  For purposes
of this Section  8(iv),  any Option held by a  Participant  shall be  considered
exercisable at the date of his death if the only unsatisfied condition precedent
to the  exercisability  of such  Option at the date of death is the passage of a
specified period of time.
<PAGE>

         9.       CHANGE IN CONTROL

                  (a) General. Notwithstanding the provisions of any Award which
provides  for its  exercise or vesting in  installments,  all  Options  shall be
immediately  exercisable  and fully  vested upon the  occurrence  of a change in
control.  At the time of a Change in  Control,  the  Participant  shall,  at the
discretion of the  Committee,  be entitled to receive cash in an amount equal to
the excess of the Market Value of the Common  Stock  subject to such Option over
the Exercise  Price of such Shares,  in exchange  for the  cancellation  of such
Options by the Participant.

                  (b)  Exception.   Notwithstanding  subparagraph  (a)  of  this
Section,  in no event may an Option be canceled in exchange for cash, within the
six-month period following the date of its grant.

         10.      EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE 1997 PLAN

                  (a)  Recapitalization;  Stock Splits, Etc. The number and kind
of shares  reserved for issuance under the 1997 Plan, and the number and kind of
shares subject to outstanding Awards (and the Exercise Price thereof),  shall be
proportionately  adjusted  for any  increase,  decrease,  change or  exchange of
Shares  for a  different  number or kind of shares  or other  securities  of the
Company   which   results  from  a  merger,   consolidation,   recapitalization,
reorganization,  reclassification,  stock  dividend,  split-up,  combination  of
shares,  or  similar  event in which the  number  or kind of  shares is  changed
without the receipt or payment of consideration by the Company.

                  (b)  Transactions  in which the  Company is Not the  Surviving
Entity.  Subject to  Section 9 hereof,  in the event of (i) the  liquidation  or
dissolution of the Company,  (ii) a merger or consolidation in which the Company
is not  the  surviving  entity,  or  (iii)  the  sale or  disposition  of all or
substantially  all of the Company's  assets (any of the foregoing to be referred
to herein as a "Transaction"), all outstanding Awards shall be surrendered. With
respect  to each  Award  so  surrendered,  the  Committee  shall in its sole and
absolute discretion  determine whether the holder of the surrendered Award shall
receive -- (1) for each Share then subject to an outstanding Award an option for
the number and kind of shares  into which each  outstanding  Share  (other  than
Shares held by dissenting  stockholders) is changed or exchanged,  together with
an  appropriate  adjustment to the Exercise  Price;  or (2) a payment in cash or
shares (from the Company or the  successor  corporation),  in an amount equal to
the  Market  Value  of the  Shares  subject  to the  Award  on the  date  of the
Transaction, less the Exercise Price of the Award.
<PAGE>

                  (c) Special Rule for ISOS.  Any  adjustment  made  pursuant to
subparagraphs  (a) or  (b)(1)  hereof  shall be made in such a manner  as not to
constitute a modification,  within the meaning of Section 424(h) of the Code, of
outstanding ISOS.

                  (d)  Conditions  and  Restrictions  on  New,  Additional,   or
Different Shares or Securities. If, by reason of any adjustment made pursuant to
this Section, a Participant  becomes entitled to new,  additional,  or different
shares of stock or  securities,  such new,  additional,  or different  shares of
stock or  securities  shall  thereupon be subject to all of the  conditions  and
restrictions  which were  applicable to the Shares  pursuant to the Award before
the adjustment was made.

                  (e) Other  Issuances.  Except as  expressly  provided  in this
Section,  the  issuance by the Company or an Affiliate of shares of stock of any
class, or of securities  convertible  into Shares or stock of another class, for
cash or property  or for labor or  services  either upon direct sale or upon the
exercise of rights or warrants to subscribe  therefor,  shall not affect, and no
adjustments shall be made with respect to, the number,  class, or Exercise Price
of Shares then subject to Awards or reserved for issuance under the 1997 Plan.

         11.      NON-TRANSFERABILITY OF AWARDS

                  Awards  may  not be  sold,  pledged,  assigned,  hypothecated,
transferred  or disposed  of in any manner  other than by will or by the laws of
descent and  distribution,  or pursuant  to the terms of a  "qualified  domestic
relations  order"(within  the  meaning  of  Section  414(p)  of the Code and the
regulations and rulings thereunder).

         12.      TIME OF GRANTING AWARDS

                  The date of grant of an Award shall, for all purposes,  be the
later of the date on which the  Committee  makes the  determination  of granting
such Award, and the Effective Date. Notice of the  determination  shall be given
to each  Participant  to whom an Award is so granted  within a  reasonable  time
after the date of such grant.

         13.      EFFECTIVE DATE

                  The 1997 Plan shall be effective  as of May 22,  1997.  Awards
may be made  prior to  approval  of the  1997  Plan by the  shareholders  of the
Company if the exercise of Awards in the form of Options,  are conditioned  upon
shareholder approval of the 1997 Plan.

<PAGE>

         14.      APPROVAL BY SHAREHOLDERS

                  The 1997 Plan shall be approved by shareholders of the Company
within twelve (12) months before or after the Effective Date.

         15.      MODIFICATION OF AWARDS

                  At any time,  and from time to time,  the Board may  authorize
the  Committee  to  direct   execution  of  an  instrument   providing  for  the
modification  of any  outstanding  Award,  provided no such  modification  shall
confer on the  holder of said  Award any  right or  benefit  which  could not be
conferred  on him by the grant of a new Award at such time,  or impair the Award
without the consent of the holder of the Award.

         16.      AMENDMENT AND TERMINATION OF THE 1997 PLAN

                  The Board  may from  time to time  amend the terms of the 1997
Plan and, with respect to any Shares at the time not subject to Awards,  suspend
or terminate the 1997 Plan; provided that the provisions of Section 9 may not be
amended  more than once every six months  (other than to comport with changes in
the Code, the Employee  Retirement  Income Security Act of 1974, as amended,  or
the rules thereunder), and provided further that any material amendment shall be
subject to stockholder approval. No amendment,  suspension or termination of the
1997 Plan shall,  without the consent of any affected holders of an Award, alter
or impair any rights or obligations under any Award theretofore granted.

         17.      CONDITIONS UPON ISSUANCE OF SHARES

                  (a) Compliance  with Securities  Laws.  Shares of Common Stock
shall not be issued with  respect to any Award  unless the issuance and delivery
of such Shares  shall  comply with all relevant  provisions  of law,  including,
without  limitation,  the  Securities  Act of 1933,  as  amended,  the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then be listed. The
1997 Plan is intended to comply with Rule 16b-3 promulgated under the Securities
Exchange Act of 1934,  as amended,  and any provision of the 1997 Plan which the
Committee determines in its sole and absolute discretion to be inconsistent with
said Rule shall,  to the extent of such  inconsistency,  be inoperative and null
and void,  and shall not affect the validity of the remaining  provisions of the
1997 Plan.

                  (b) Special  Circumstances.  The  inability  of the Company to
obtain  approval from any regulatory  body or authority  deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares  hereunder
shall  relieve the Company of any  liability in respect of the  non-issuance  or
sale of such Shares.  As a condition  to the exercise of an Option,  the Company
may require the person  exercising the Option to make such  representations  and
warranties as may be necessary to assure the  availability  of an exemption from
the registration requirements of federal or state securities law.
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                  (c)  Committee  Discretion.   The  Committee  shall  have  the
discretionary  authority to impose in Agreements such  restrictions on Shares as
it may deem appropriate or desirable, including but not limited to the authority
to impose a right of first refusal or to establish  repurchase rights or both of
these restrictions.

         18.      RESERVATION OF SHARES

                  The  Company,  during the term of the 1997 Plan,  will reserve
and keep available a number of Shares  sufficient to satisfy the requirements of
the 1997 Plan.

         19.      WITHHOLDING TAX

                  The Company's  obligation  to deliver  Shares upon exercise of
Options shall be subject to the  Participant's  satisfaction  of all  applicable
federal, state and local income and employment tax withholding obligations.  The
Committee,  in its  discretion,  may  permit  the  Participant  to  satisfy  the
obligation,  in whole or in part,  by  irrevocably  electing to have the Company
withhold  Shares,  or to deliver to the  Company  Shares  that he already  owns,
having a value equal to the amount required to be withheld.  The value of Shares
to be withheld, or delivered to the Company,  shall be based on the Market Value
of the Shares on the date the amount of tax to be withheld is to be  determined.
As an alternative,  the Company may retain,  or sell without notice, a number of
such Shares sufficient to cover the amount required to be withheld.

         20.      NO EMPLOYMENT OR OTHER RIGHTS

                  In no event shall a  Participant's  eligibility to participate
or  participation  in the 1997 Plan  create or be deemed to create  any legal or
equitable right of such  Participant or any other party to continue service with
the Company,  the Bank, or any Affiliate  thereof.  No Participant  shall have a
right to be granted an Award or, having received an Award, the right to again be
granted an Award.  However,  a Participant who has been granted an Award may, if
otherwise eligible, be granted an additional Award or Awards.

         21.      GOVERNING LAW

                  The 1997 Plan shall be governed by and construed in accordance
with the laws of the State of Maryland,  without  reference to the choice of law
or conflicts of law  provisions  thereof,  except to the extent that federal law
shall be deemed to apply.
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