RELEASE OF ALL CLAIMS AND HOLD HARMLESS AGREEMENT

                                                                    Exhibit 10.1

                RELEASE OF ALL CLAIMS AND HOLD HARMLESS AGREEMENT

         For the consideration of Fifty Thousand and no/100 Dollars ($50,000.00)
and the promises and covenants set forth herein, Terry L. Cochran ("Cochran")
agrees to release all of his claims against Columbia Bancorp, an Oregon
corporation ("Columbia") and others as set forth in detail in this Release of
All Claims and Hold Harmless Agreement ("Agreement"). The Agreement has an
effective date of December 4, 2006, except to the extent specifically set forth
in Section 3 below.

                                    RECITALS
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        A.      Cochran is the former President and Chief Executive Officer
                ("CEO") of Columbia and is also the former President and CEO of
                Columbia River Bank. In 2001, Cochran voluntarily resigned as
                Chief Executive Officer of Columbia. As of the effective date of
                the Agreement, Cochran continues to serve on Columbia's Board of
                Directors.

        B.      Columbia is an Oregon corporation and is the holding company of
                Columbia River Bank. Columbia is based in The Dalles, Oregon.

        C.      Cochran, in his capacity as CEO of Columbia, received from time
                to time "incentive stock options," some of which he exercised
                before resigning, some of which he did not exercise before
                resigning. For tax purposes, the exercise of incentive stock
                options is treated differently if a person exercises the options
                while an employee or within ninety (90) days of leaving
                employment as opposed to exercising the stock options more than
                ninety (90) days after leaving employment.

        D.      As of the effective date of the Agreement, Cochran continues to
                hold certain unexercised stock options, incentive stock grants
                and/or other equity based compensation benefits. Cochran is not
                entitled to any additional stock options except as granted by
                the compensation committee of Columbia's board of directors in
                compliance with applicable securities laws and with the Nasdaq
                Marketplace Rules.

        E.      Cochran now contends that Columbia represented to him at
                retirement, and continued to represent to him within the twelve
                months preceding the date of this Agreement, that he could
                extend and maintain the tax treatment of certain incentive stock
                options (as that term is defined for purposes of Section 422(a)
                of the Internal Revenue Code of 1986, as amended, and the
                treasury regulations thereunder). Cochran further contends that
                he relied upon such representations and that, based upon such
                reliance, he failed to exercise such incentive stock options
                within 90 days of his retirement. Cochran contends that Columbia
                derived or will derive substantial financial benefit, that
                Columbia is liable to him for the additional tax burden he has
                incurred as a result of relying upon such alleged
                representations, and that Columbia is responsible for any future
                additional tax burden he is likely to incur in connection with
                his previous exercise of incentive stock options and with any
                potential exercise of currently unexercised incentive stock
                options.

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        F.      Columbia denies (i) that, directly or indirectly through one or
                more employees, officers, directors or agents, it made the
                representations to Cochran set forth in Recital E, or any other
                representations in connection with the terms of his relationship
                to Columbia other than as expressly set forth in a binding
                agreement between Cochran and Columbia, (ii) that it owed
                Cochran a duty to advise him in connection with the tax
                consequences of exercising the incentive stock options, (iii)
                that Cochran had a reasonable basis for relying at any time upon
                any such alleged representations or advice, (iv) that Cochran
                was harmed by any such reliance, (v) that any such claims, even
                if otherwise supportable, are not fully and completely barred by
                the applicable statutes of limitation, and (vi) that it is
                liable to Cochran for any additional tax burden he has incurred,
                or will incur, as the result of executing his stock options.

        G.      In light of the foregoing the parties have agreed as set forth
                below, whereby Columbia has agreed to pay Cochran Fifty Thousand
                and no/100 Dollars ($50,000.00) on the terms and subject to the
                conditions set forth herein, in exchange for a full and final
                discharge of all claims Cochran might raise in respect of claims
                that might have arisen or might hereafter arise by Cochran
                against Columbia based upon acts or omissions occurring on or
                prior to the date of this Agreement. Without limiting the
                generality of the foregoing, the parties expressly intend to
                release all past, present and future claims based on an
                allegation that Columbia owes compensation to Cochran for
                additional tax liability he has incurred or may incur as a
                result of exercising his stock options, including options held
                by Cochran as of the date hereof, options previously exercised,
                and options, if any, that may be granted in the future.

        NOW, THEREFORE, in consideration of the terms, conditions, promises and
covenants set forth below, Cochran agrees as follows:

                                TERMS OF RELEASE
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        1.      Consideration. Pend