PROVIDENT BANKSHARES CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN

EXHIBIT 4.1

PROVIDENT BANKSHARES CORPORATION

AMENDED AND RESTATED STOCK OPTION PLAN

     1. PURPOSE. This Stock Option Plan (herein the “Plan”) is intended as an employment incentive and to encourage stock ownership by certain directors, key officers and employees of the Corporation and any Subsidiary, so that they may increase their proprietary interest in the Corporation’s success. In this way, the Corporation will be assisted in its efforts to attract and retain highly qualified management personnel.

     2. ADMINISTRATION. The Plan shall be administered, construed and interpreted by the Compensation Committee, as appointed by the Board of Directors of the Corporation as defined under Section 6(f) (herein the “Committee”). The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it sees necessary for the proper administration of the Plan and to make whatever determinations and interpretations in connection with the Plan it sees as necessary or advisable. All determinations and interpretations made by the Committee shall be binding and conclusive on all participants in the Plan and on their legal representatives and beneficiaries. The Board of Directors may from time to time remove members from, or add members to, the Committee, and vacancies on the Committee, however caused, shall be filled by the Board of Directors. Subject to the provisions of the Plan, the Committee shall determine:

     No member of the Board of Directors or the Committee shall be liable for any action or determination made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in the Corporation’s Articles of Incorporation or otherwise provided by law. The Committee shall furnish the Board with copies of all decisions, orders and determinations made by the Committee.

     3. ELIGIBILITY. Subject to the terms herein, directors, key salaried officers and employees of the Corporation, or of any present or future Subsidiary, as the Committee shall determine from time to time shall be eligible to participate in the Plan. An Optionee may hold more than one (1) option, but only on the terms and conditions herein set forth.

     4. STOCK. The stock subject to the options and other provisions of the Plan shall be shares of the Corporation’s $1.00 par value common stock which is authorized but unissued, or reacquired common stock (herein sometimes “Common Stock”). The maximum aggregate number of shares issued under the Plan shall be 2,724,301 (as of December 20, 2000) shares, subject to adjustment in accordance with the provisions of Section 5(g) hereof. This authorization shall be increased automatically on each succeeding annual anniversary of the adoption of the Plan so that the number of shares authorized under the Plan equals 17% of the then outstanding shares of Corporation Common Stock.

     In the event that any outstanding option under the Plan for any reason expires or is terminated prior to the end of the period during which options may be granted under the Plan, the shares of Common Stock allocable to the unexercised portion of such option may again be subjected to an option under the Plan.

     No participant under this Plan may receive awards with respect to shares of Common Stock that exceed 350,000

shares in any calendar year.

     5. TERMS AND CONDITIONS OF OPTIONS. Stock options granted pursuant to the Plan to eligible employees shall be evidenced by agreements in such form as the Committee shall, from time to time, approve, which agreements shall in substance include and comply with and be subject to the following terms and conditions:

          (a) MEDIUM AND TIME OF PAYMENT. The option price shall be payable in United States dollars upon the exercise of the option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation. Stock options may be exercised pursuant to a “cashless exercise” of an option in accordance with applicable securities laws. Payment of the purchase price may be made, in whole or in part, through the surrender of shares of the Common Stock of the Corporation at the Fair Market Value of such shares on the date of surrender determined in the manner described in Section 6(g).

          (b) NUMBER OF SHARES. The option shall state the total number of shares to which it pertains. No option may be exercised for less than one hundred (100) shares unless the issue of a lesser number is enough to exhaust the option.

          (c) OPTION PRICE. The option price shall not be less than the fair market value of the shares of Common Stock of the Corporation on the date that the option is granted. The Fair Market Value is defined under Section 6(g), except that for the initial grant of options under the Plan, the “public offering price” as defined in the Form S-1 Registration Statement filed by the Corporation with the Securities and Exchange Commission shall be deemed to be Fair Market Value per share of the Common Stock. The “date that the option is granted” shall be the date identified in the stock option agreement; provided, however, that the Optionee shall have no rights under such option until he executes the option agreement described in this Section.

          (d) EXPIRATION OF OPTIONS. Each option granted under the Plan shall expire not more than ten (10 ) years from the date such option is granted, as determined by the Committee.

          (e) DATE OF EXERCISE. Except as may otherwise be determined by the Committee at the time such option is granted, an option is fully vested and may be exercised at any time immediately after: (i) a Change in Control, as defined in Paragraph 6(a) hereof; or (ii) the date that the option or right is granted as to not more than one-half (1/2) of the shares of Common Stock to which it pertains. As of the first anniversary of the date that the option is granted, the option may be exercised as to the remaining one-half (1/2) of the shares of Common Stock to which it pertains. Notwithstanding the above, the Committee may, in its sole discretion, accelerate the time at which any stock option may be exercised in whole or in part.

     Except as herein otherwise provided, any option may be exercised in whole at any time, or in part from time to time, during its term.

          (f) TERMINATION OF EMPLOYMENT.

               (i) In the event an Optionee ceases to be a director, officer or employee of the Corporation or a Subsidiary due to death or Disability, all of the Optionee’s options shall immediately become fully vested and exercisable and shall remain so for a period of sixty (60) days from the date of termination of service as a director or officer or of employment, but in no event after their respective expiration dates.

               (ii) In the event an Optionee ceases to be a director, officer or employee of the Corporation or a Subsidiary as a result of Retirement, all of the Optionee’s options that were fully vested and exercisable on the date of termination of service as a director or officer or of employment shall remain fully vested and exercisable and shall remain so until their respective termination dates. All of the Optionee’s options that were not fully vested and exercisable on such d