Columbia Bancorp Sample Contracts

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GUARANTEE AGREEMENT by and between COLUMBIA BANCORP and WILMINGTON TRUST COMPANY Dated as of March 24, 2005
Guarantee Agreement • March 25th, 2005 • Columbia Bancorp • State commercial banks • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 24, 2005, is executed and delivered by Columbia Bancorp, a Maryland corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Columbia Bancorp Statutory Trust III, a Delaware statutory trust (the “Issuer”).

JUNIOR SUBORDINATED INDENTURE between COLUMBIA BANCORP and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
Junior Subordinated Indenture • August 6th, 2004 • Columbia Bancorp • State commercial banks • New York

JUNIOR SUBORDINATED INDENTURE, dated as of June 24, 2004, between Columbia Bancorp, a Maryland corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).

EXHIBIT 10.7A
Employment Agreement • March 30th, 1998 • Columbia Bancorp • State commercial banks
RECITALS
Data Processing Services Agreement • March 28th, 1997 • Columbia Bancorp • State commercial banks • Wisconsin
EXHIBIT 10.9A
Severance Agreement • March 30th, 1998 • Columbia Bancorp • State commercial banks
Columbia River Bank
Employment Agreement • August 13th, 2007 • Columbia Bancorp • State commercial banks • Oregon

This Employment Agreement (the "Agreement") is made and entered into this 15th day of April, 2007 by and between Columbia River Bank, an Oregon corporation (“Bank”) and ______________ ("Employee").

EMPLOYMENT AGREEMENT
Employment Agreement • July 29th, 2005 • Columbia Bancorp • State commercial banks • Pennsylvania

Employment Agreement, dated as of July 26, 2005, between The Columbia Bank, a Maryland trust company (the “Bank” or “Employer”), Columbia Bancorp, a Maryland corporation (“Columbia”), Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”), and John A. Scaldara, Jr., an adult individual (the “Executive”). The Bank, Columbia and Fulton are collectively referred to herein as the “Companies”.

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2004 • Columbia Bancorp • State commercial banks

THIS THIRD AMENDMENT, effective January 26, 2004, between COLUMBIA BANCORP, a Maryland corporation (the “Corporation”), THE COLUMBIA BANK, a Maryland trust company and the principal subsidiary of the Corporation (the “Bank”), and JOHN M. BOND, JR. (the “Executive”), amends the EMPLOYMENT AGREEMENT between the Corporation, the Bank, and the Executive, dated February 26, 1996, as amended by FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated December 18, 1997, and SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, dated April 30, 2002 (collectively, the “Employment Agreement”).

AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • August 8th, 2005 • Columbia Bancorp • State commercial banks • Pennsylvania

THIS AMENDED AND RESTATED WARRANT AGREEMENT is made as of August 5, 2005, by and between Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”) and Columbia Bancorp, a Maryland corporation (“Columbia”).

COLUMBIA BANCORP
Non-Qualified Stock Option Agreement • February 13th, 2004 • Columbia Bancorp • State commercial banks • Maryland
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AGREEMENT AND PLAN OF MERGER BY AND BETWEEN COLUMBIA BANCORP AND FULTON FINANCIAL CORPORATION JULY 26, 2005
Merger Agreement • July 29th, 2005 • Columbia Bancorp • State commercial banks • Pennsylvania

AGREEMENT AND PLAN OF MERGER made as of the 26th day of July, 2005, by and between FULTON FINANCIAL CORPORATION, a Pennsylvania business corporation having its administrative headquarters at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604 (“Fulton”), and COLUMBIA BANCORP, a Maryland corporation having its administrative headquarters at 7168 Columbia Gateway Drive, Columbia, Maryland 21046 (“Columbia”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 29th, 2005 • Columbia Bancorp • State commercial banks • Pennsylvania

Employment Agreement, dated as of July 26, 2005, between The Columbia Bank, a Maryland trust company (the “Bank” or “Employer”), Columbia Bancorp, a Maryland corporation (“Columbia”), Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”), and John M. Bond, Jr., an adult individual (the “Executive”). The Bank, Columbia and Fulton are collectively referred to herein as the “Companies”.

STOCK OPTION AGREEMENT (NON-QUALIFIED STOCK OPTIONS) STOCK OPTION #NQ05-«Option»
Stock Option Agreement • May 10th, 2005 • Columbia Bancorp • State commercial banks • Maryland

The Administrator of the Columbia Bancorp 1997 Stock Option Plan (the “Plan”) takes pleasure in extending to you an option (the “Option”) to purchase shares of Common Stock of Columbia Bancorp (the “Common Stock”) pursuant to the Plan. The Option shall be subject to the following terms and conditions:

July , 2005
Stockholder Voting Agreement • July 29th, 2005 • Columbia Bancorp • State commercial banks • Pennsylvania

The undersigned Stockholder (“Stockholder”) of Columbia Bancorp, a Maryland corporation (“Columbia”), in order to induce Fulton Financial Corporation, a Pennsylvania corporation (“Fulton”), to enter into the Agreement and Plan of Merger of even date herewith to be executed by and among Fulton and Columbia (the “Merger Agreement”), hereby represents, warrants and agrees as follows:

COLUMBIA BANCORP
Incentive Stock Option Agreement • February 13th, 2004 • Columbia Bancorp • State commercial banks • Maryland
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2004 • Columbia Bancorp • State commercial banks

THIS THIRD AMENDMENT, effective January 26, 2004, between COLUMBIA BANCORP, a Maryland corporation (the “Corporation”), THE COLUMBIA BANK, a Maryland trust company and the principal subsidiary of the Corporation (the “Bank”), and (the “Executive”), amends the EMPLOYMENT AGREEMENT between the Corporation, the Bank, and the Executive, dated February 26, 1996, as amended by FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, dated December , 1997, and SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, dated April 30, 2002 (collectively, the “Employment Agreement”).

STOCK OPTION AGREEMENT (QUALIFIED STOCK OPTIONS) STOCK OPTION #Q05-«Option»
Stock Option Agreement • May 10th, 2005 • Columbia Bancorp • State commercial banks • Maryland

The Administrator of the Columbia Bancorp 1997 Stock Option Plan (the “Plan”) takes pleasure in extending to you an option (the “Option”) to purchase shares of Common Stock of Columbia Bancorp (the “Common Stock”) pursuant to the Plan. The Option shall be subject to the following terms and conditions:

SECOND AMENDMENT TO BOARD CHAIRMAN’S SERVICES AGREEMENT
Board Chairman’s Services Agreement • March 12th, 2004 • Columbia Bancorp • State commercial banks

THIS SECOND AMENDMENT, effective January 26, 2004, between COLUMBIA BANCORP, a Maryland corporation (“Columbia Bancorp”), THE COLUMBIA BANK, a Maryland trust company and the principal subsidiary of Columbia Bancorp (“Columbia Bank”), and WINFIELD M. KELLY, JR. (“Kelly”), amends the BOARD CHAIRMAN’S SERVICES AGREEMENT between Columbia Bancorp, Columbia Bank, and Kelly, dated February 9, 2000, as amended by FIRST AMENDMENT TO BOARD CHAIRMAN’S SERVICES AGREEMENT, dated April 1, 2002 (collectively, the “Agreement”).

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