WASHINGTON COMMERCIAL BANCORP STOCK OPTION AND STOCK GRANT PLAN

EXHIBIT 4.1

WASHINGTON COMMERCIAL BANCORP
STOCK OPTION AND STOCK GRANT PLAN
OCTOBER 19, 1993

      The purpose of this WASHINGTON COMMERCIAL BANCORP Stock Option and Stock Grant Plan (the "Plan") is to amend and restate the provisions of the WASHINGTON COMMERCIAL BANCORP Incentive Stock Option Plan dated April 21, 1989, and approved by the shareholders April 20, 1989, (the "1989 Plan") to conform the Plan to current law and administrative practice, and ratify actions taken under the 1989 Plan. It is specifically intended that the Plan not either (i) adversely affect any option or stock grant made under the 1989 Plan as to qualification under Internal Revenue Code ("Code") Section 422 or any other beneficial status under the tax laws, or (ii) constitute a modification of the 1989 Plan requiring shareholder approval for options granted under the Plan to qualify as Incentive Stock Options under Code Section 422. This Plan shall be interpreted consistent with this express intent.

      The purpose of the Plan is to encourage the long-term success of WASHINGTON COMMERCIAL BANCORP (the "Company") and its subsidiaries by: (1) providing a means through which the Company can attract, motivate, and retain directors, officers and other key employees who can contribute materially to that success; and (2) encouraging stock . ownership by these directors and employees so that they have a proprietary interest in the Company's growth and success. These goals shall be achieved under the Plan by the grant of stock-based awards, consisting of "Incentive Stock Options" ("ISOs"), "Nonqualified Stock Options" ("NQSOs"), "Nonqualified Stock Grants" ("NQGs"), or a combination thereof, (collectively referred to as "Awards"). Awards shall be granted to designated directors and employees under the provisions that comprise the Plan, which consist of the "Stock Option Plan" (including the ISO and NQSO Plans) and the "Nonqualified Stock Grant Plan".

      The Plan shall be administered by an Awards Committee (the "Committee") of the Board of Directors of the Company (the "Board"). The Committee shall at all times consist of at least three members of the Board. The members of the Committee shall be appointed by the Board and shall serve at the pleasure of the Board. The Board may, by failing to appoint a Committee, administer the Plan as a committee of the whole, except, however, no member of the Board shall

act as a member of such Committee with respect to the granting of any Awards to such Board member. All members of the Committee shall be "disinterested persons," within the meaning of Regulation 240.16b -3(d)(3) under the Securities Exchange Act of 1934. A majority of the Committee members shall constitute a quorum. Any action approved by a majority of the Committee members who are present during a meeting in which a quorum is present, or any action approved in writing by all the Committee members, shall be considered actions approved by the Committee. Subject to the provisions of the Plan described in the following, the Committee may adopt such rules and regulations pertaining to the administration of the Plan as it deems proper and necessary. The committee shall interpret, construe and implement the provisions of the Plan. All determinations of the Committee shall be final and conclusive.

3. STOCK SUBJECT TO AWARDS

      The shares of stock which may be made subject to Awards under the Plan shall be shares of the Company's Common Stock, no par value ("Stock"). Awards made under the Plan may cover an aggregate of 10% of the outstanding shares of the Company determined as of the date of adoption of the 1989 Plan (subject to adjustment as provided in Section 9), which may be either authorized and unissued shares or Stock reacquired by the Company and held in treasury. If an Award is cancelled or expires for any reason without having been exercised or matured in full, all shares of Stock covered by such cancelled or expired portion of the Award shall be made available for future Awards.

      Directors, officers (including officers who are also directors) and other key employees of the Company and/or its subsidiaries, as may be selected from time to time by the committee, may be granted Awards pursuant to the Plan. No Awards may be granted to any individual who has not served as an employee or director of the Company and/or its subsidiaries for one calendar year, and ISOs may be granted only to employees. In general, Awards will be made to those individuals who, in the Committee's judgment, are (or will be) contributors to the long-term success of the Company and/or its subsidiaries ("Participants"). However, Awards shall not be granted to any member of the Committee nor to any individual who is not, at the time of the Award, an employee or director of the Company and/or its subsidiaries. The Committee may grant additional Awards to eligible Participants who have previously received Awards under the Plan.

      Under the Stock Option Pian, options ("Options") to purchase one or more shares of Stock may be awarded to Participants. Options meeting the requirements of Code Section 422 shall constitute ISOs and shall be referred to as issued under the "ISO Plan," and options not meeting such requirements shall constitute NQSOs and shall be referred to as issued under the "NQSO Plan." Each Option shall be evidenced by a Stock Option Agreement ("Option Agreement") between the Company and the Participant. Option Agreements shall be in such form or forms as

the Committee shall prescribe from time to time, and need not be identical to each other. All Option Agreements shall specify (i) the date the Option is granted, (ii) the option price, (iii) the Expiration Date (as defined below), (iv) the date the Options are exercisable, and (v) that the Options are subject to the terms and conditions of this Plan. Further, Option Agreements shall comply with and be subject to the following terms and conditions:

      The option price per share of Stock subject to an Option shall be set by the Committee and shall in no instance be less than the actual fair market value of the Stock on the date of award, as determined in good faith by the Committee. For ISOs awarded to any otherwise eligible employee or director who, at the time the ISO is awarded, owns Stock possessing more than 10 percent of the total combined voting power of all classes of stock of the company (a "10 percent Shareholder"), the option price per share shall not be less than 110 percent of fair market value of the Stock on the date of award.

      The aggregate fair market value of shares of Stock (determined as of the date an ISO is awarded) which may become exercisable for the first time by a Participant pursuant to an ISO (whether under the ISO Plan or under any other plan of the Company, or of any subsidiary corporation of the Company within the meaning of Code Sections 425(e) and (f)
(an "Affiliate")) in any calendar year shall not exceed the sum of one hundred thousand dollars ($100,000).

      Pursuant to the 1989 Plan, during calendar years 1989 and 1990 directors of the Company were awarded Options for 100 shares each subject to the other applicable provisions of this Plan. Such Options were granted in lieu of cash payments to directors for their service.

      No Option shall be exercisable after the expiration date ("Expiration Date") specified by the Committee at the time the Option is awarded. The Expiration Date of each ISO shall not be later than the tenth anniversary (or, for any ISO awarded to a 10 percent shareholder, the fifth anniversary) of the date of awarding such ISO, but may be any earlier date established by the Committee. The Expiration Date of each Option shall be set forth in the Option Agreement.

      Except as provided in Section 7, Options shall be exercisable only while the Participant is an employee or director of the Company or an Affiliate of the Company. Subject to such restriction, and except for such additional restrictions as may be imposed by the Committee, any Option awarded under the Option Plan shall be exercisable, in full or in part, at any time on or after the first anniversary