8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2014

FULTON FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania	0-10587	23-2195389
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Penn Square Lancaster, Pennsylvania	17604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 717-291-2411

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 – Other Events.

On December 24, 2014, The Columbia Bank (“Columbia”), a wholly-owned banking subsidiary of Fulton Financial Corporation (the “Corporation”), entered into a Stipulation and Consent to the Issuance of a Consent Order with the Federal Deposit Insurance Corporation (the “FDIC”) consenting to the issuance by the FDIC of a Consent Order (the “FDIC Consent Order”). In addition, Columbia entered into a Stipulation and Consent to the Issuance of a Consent Order with the Commissioner of Financial Regulation for the State of Maryland (the “Commissioner”), consenting to the issuance by the Commissioner of a Consent Order, and an Acknowledgement of Adoption of FDIC Consent Order by the Commissioner of Financial Regulation, pursuant to which, the Commissioner and Columbia agreed that, upon issuance of the FDIC Consent Order, the FDIC Consent Order shall be binding between the Commissioner and Columbia with the same legal effect as if the Commissioner had issued a separate Consent Order that included all of the provisions of the FDIC Consent Order.

The FDIC Consent Order relates to identified deficiencies in a centralized Bank Secrecy Act and anti-money laundering compliance program (the “BSA/AML Compliance Program”), which was designed to comply with the requirements of the Bank Secrecy Act, the USA Patriot Act of 2001 and related anti-money laundering regulations (collectively, the “BSA/AML Requirements”), and which is operated by and for the benefit of the Corporation and its subsidiary banks, including Columbia.

As previously disclosed, on July 14, 2014, three of the Corporation’s other banking subsidiaries, Fulton Bank, N.A., Swineford National Bank and FNB Bank, N.A., each entered into a Stipulation and Consent to the Issuance of a Consent Order with the Office of the Comptroller of the Currency (the “OCC”), consenting to the issuance by the OCC of a Consent Order (collectively, the “OCC Consent Orders”) with respect to the BSA/AML Requirements and the BSA/AML Compliance Program. The OCC Consent Orders were described in a Current Report on Form 8-K filed by the Corporation on July 18, 2014; the disclosure in such prior Current Report is incorporated herein by reference.

Also as previously disclosed, on September 4, 2014, the Corporation and its wholly-owned banking subsidiary, Lafayette Ambassador Bank, entered into a Cease and Desist Order Issued Upon Consent (the “Cease and Desist Order”) with the Board of Governors of the Federal Reserve System with respect to the BSA/AML Requirements and the BSA/AML Compliance Program. The Cease and Order was described in a Current Report on Form 8-K filed by the Corporation on September 9, 2014; the disclosure in such prior Current Report is incorporated herein by reference.

Because the FDIC Consent Order relates to the BSA/AML Compliance Program which is jointly operated for all of the Corporation’s subsidiary banks, the Corporation anticipates its subsidiary bank, Fulton Bank of New Jersey, which, as a state-chartered, nonmember bank, is also regulated by the FDIC, will also become subject to an enforcement action related to the BSA/AML Requirements.

The requirements of the FDIC Consent Order are similar to the requirements of the OCC Consent Orders and the Cease and Desist Order. In addition, the FDIC Consent Order requires, among other things, that: (i) the Board of Directors of Columbia designate a permanent, qualified and experienced Bank Secrecy Act officer that: is acceptable to the FDIC and the Commissioner; reports monthly to the Board of Directors of Columbia; and is provided with sufficient authority and resources to implement the BSA/AML Compliance Program; and (ii) Columbia conduct a retrospective review of currency transaction aggregation reports and Currency Transaction Reports from May 1, 2013 through the effective date of the FDIC Consent Order to determine whether transactions by a common conductor were properly identified and reported.

This Current Report on Form 8-K may contain forward-looking statements with respect to the Corporation’s financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends” and similar expressions which are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, some of which are beyond the Corporation’s control and ability to predict, that could cause actual results to differ materially from those expressed in the forward-looking statements.

The foregoing description of the FDIC Consent Order is qualified in its entirety by reference to the full text of the FDIC Consent Order, a copy of which is attached as Exhibit 99.3, and incorporated herein by reference.

Item 9.01 – Financial Statements And Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Form of Stipulation and Consent to the Issuance of a Consent Order between the Federal Deposit Insurance Corporation and The Columbia Bank.
99.2	Form of Stipulation and Consent to the Issuance of a Consent Order between the Commissioner of Financial Regulation for the State of Maryland and The Columbia Bank.
99.3	Form of Consent Order issued by the Federal Deposit Insurance Corporation.
99.4	Form of Acknowledgement of Adoption of FDIC Consent Order by the Commissioner of Financial Regulation between the Commissioner of Financial Regulation for the State of Maryland and The Columbia Bank.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 29, 2014	FULTON FINANCIAL CORPORATION
	By:	/s/ Daniel R. Stolzer
	Daniel R. Stolzer
	Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, D.C.

	)
In the Matter of	)	STIPULATION AND CONSENT
	)	TO THE ISSUANCE OF
THE COLUMBIA BANK	)	A CONSENT ORDER
COLUMBIA, MARYLAND	)
	)	FDIC-14-0372b
(INSURED STATE NONMEMBER BANK)	)
	)

Subject to the acceptance of this STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER (“CONSENT AGREEMENT”) by the Federal Deposit Insurance Corporation (“FDIC”), it is hereby stipulated and agreed by and between a representative of the Legal Division of the FDIC and The Columbia Bank, Columbia, Maryland (“Bank”), as follows:

1. The Bank has been advised of its right to receive a NOTICE OF CHARGES AND OF HEARING (“NOTICE”) detailing the unsafe or unsound banking practices and/or violations of law or regulation alleged to have been committed by the Bank, and of its right to a hearing on the alleged charges under section 8(b)(1) of the Federal Deposit Insurance Act (“Act”), 12 U.S.C. § 1818 (b)(1), and has waived those rights.

2. The Bank, solely for the purpose of this proceeding and without admitting or denying any of the alleged charges of unsafe or unsound banking practices and/or violations of law or regulation, hereby consents and agrees to the issuance of a CONSENT ORDER (“ORDER”) by the FDIC. The Bank further stipulates and agrees that such ORDER shall be deemed to be a final ORDER and that such ORDER shall become effective upon the issuance by the FDIC and fully enforceable by the FDIC pursuant to the provisions of section 8(i)(1) of the Act, 12 U.S.C. § 1818(i)(1), subject only to the conditions set forth in paragraph 3 of this CONSENT AGREEMENT.

3. In the event the FDIC accepts this CONSENT AGREEMENT and issues the ORDER, it is agreed that no action to enforce the ORDER in the United States District Court will be taken by the FDIC unless the Bank or any of its directors, officers, employees, agents, successor or assigns, or other institution-affiliated parties (as that term is defined in section 3(u) of the Act, 12 U.S.C. § 1813(u)), has violated or is about to violate any provision of the ORDER.

4. The Bank hereby waives:

(a) the receipt of a NOTICE;

(b) all defenses to the allegations to be set forth in the NOTICE;

(c) a hearing for the purpose of taking evidence on such alleged charges;

(d) the filing of PROPOSED FINDINGS OF FACT AND CONCLUSIONS OF LAW;

(e) the issuance of a RECOMMENDED DECISION by an Administrative Law Judge;

(f) Exceptions and briefs with respect to such RECOMMENDED DECISION; and

(g) judicial review of the ORDER as provided by section 8(h) of the Act, 12 U.S.C. § 1818(h), or any other challenge to the validity of the ORDER.

Dated: December 24, 2014

Federal Deposit Insurance Corporation	The Columbia Bank
Legal Division	Columbia, Maryland
By:	By:
Joan Dusard	John M. Bond, Jr.
Counsel	Director
New York Regional Office
	Robert R. Bowie, Jr.
	Director

2

Garnett Y. Clark, Jr.

Director

Donald R. Harsh, Jr.

Director

James R. Moxley, III

Director

Mark A. Mullican

Director

John A. Scaldara, Jr.

Director

Gregory I. Snook

Director

David K. Williams, Jr.

Director

Elizabeth M. Wright

Director

Comprising the Board of Directors of

The Columbia Bank, Columbia, Maryland

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EX-99.2

Exhibit 99.2

IN THE MATTER OF:	*	BEFORE
THE COLUMBIA BANK	*	THE COMMISSIONER OF
COLUMBIA, MARYLAND	*	FINANCIAL REGULATION
	*	FOR THE
	*	STATE OF MARYLAND

*                             *                            *                             *                             *                            *                             *

STIPULATION AND CONSENT TO

THE ISSUANCE OF A CONSENT ORDER

Subject to the acceptance of this STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER (“CONSENT AGREEMENT”) by the Commissioner of Financial Regulation for the State of Maryland (“Commissioner”), it is hereby stipulated and agreed by and between the Commissioner and The Columbia Bank, Columbia, Maryland (“Bank”), as follows:

1. The Bank, solely for the purpose of this proceeding and without admitting or denying any of the alleged charges of unsafe or unsound banking practices, hereby consents and agrees to the issuance of a CONSENT ORDER (“ORDER”) by the Commissioner. The Bank further stipulates and agrees that the ORDER shall be deemed to be a final ORDER and that the ORDER shall become effective immediately upon its issuance by the Commissioner and fully enforceable by the Commissioner pursuant to the provisions of the Md. Code Ann. (“Code”), Financial Institutions Article (“FI”) §§ 5-808 and 5-809, subject only to the conditions set forth in paragraph 3 of this CONSENT AGREEMENT.

2. The Bank has been advised of its right to notice and a hearing on the alleged charges relating to the ORDER under FI § 5-808(d)(2) of the Code, and State Government Article §§ 10-207 and 10-208 of the Code, and has waived those rights.

3. In the event the Commissioner accepts the CONSENT AGREEMENT and issues the ORDER, it is agreed that no action to enforce the ORDER in a court of competent jurisdiction will be taken by the Commissioner unless the Bank or any director, officer, employee, agent, successor or assignee, or other affiliate of the Bank has violated or is about to violate any provision of the ORDER.

The Bank hereby waives:

(a) its right to notice and a hearing conducted for the purpose of taking evidence on the allegations to be set forth in the ORDER;

(b) all defenses to the allegations to be set forth in the ORDER;

(c) its right to appeal the ORDER by filing exceptions; and

(d) its right to appeal the ORDER to a court of competent jurisdiction.

Dated:	December 23, 2014
Gordon M. Cooley,
Acting Commissioner of Financial Regulation

THE COLUMBIA BANK

COLUMBIA, MARYLAND:

BY:

John M. Bond, Jr.

Director

Robert R. Bowie, Jr.

Director

Garnet Y. Clark, Jr.

Director

Donald R. Harsh, Jr.

Director

–2–

James R. Moxley, III

Director

Mark A. Mullican

Director

John A. Scaldara, Jr.

Director

Gregory I. Snook

Director

David K. Williams, Jr.

Director

Elizabeth M. Wright

Director

Comprising the Board of

Directors of

The Columbia Bank

Columbia, Maryland

–3–

EX-99.3

Exhibit 99.3

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, D.C.

	)
In the Matter of	)	CONSENT ORDER
	)
THE COLUMBIA BANK	)
COLUMBIA, MARYLAND	)	FDIC-14-0372b
	)
(INSURED STATE NONMEMBER BANK)	)
	)

The Federal Deposit Insurance Corporation (“FDIC”) is the appropriate Federal banking agency for The Columbia Bank, Columbia, Maryland (“Bank”), under section 3(q) of the Federal Deposit Insurance Act (“Act”), 12 U.S.C. § 1813(q).

The Bank, by and through its duly elected and acting Board of Directors (“Board”), has executed a STIPULATION AND CONSENT TO THE ISSUANCE OF A CONSENT ORDER (“CONSENT AGREEMENT”), dated December 23, 2014, that is accepted by the FDIC. With the CONSENT AGREEMENT, the Bank has consented, without admitting or denying any unsafe or unsound banking practices or violations of law or regulation, including weaknesses in the Bank’s Bank Secrecy Act (“BSA”) Compliance Program, to the issuance of this Consent Order (“ORDER”) by the FDIC.

Having determined that the requirements for issuance of an order under section 8(b) of the Act, 12 U.S.C. § 1818(b), have been satisfied, the FDIC hereby orders that:

BOARD SUPERVISION

1. (a) The Board shall increase its supervision and direction of the Bank’s BSA Compliance Program, assuming full responsibility for the approval of sound BSA policies, procedures and processes, consistent with the role and expertise commonly expected for directors of banks of comparable size and risk.

(b) Within 60 days from the effective date of this ORDER, the Board shall ensure that the Bank has a permanent, qualified and experienced BSA Officer (who may also be an officer or employee of Fulton Financial Corporation (“FFC”), the Bank’s parent holding company), acceptable to the Regional Director of the FDIC New York Regional Office (“Regional Director”) and the Commissioner of Financial Regulation for the State of Maryland (“Commissioner”), that:

(i) has sufficient authority to monitor and ensure compliance with the BSA;

(ii) reports monthly directly to the Board;

(iii) has an adequate level of appropriate resources (including resources provided by FFC or other vendors) to implement and enforce BSA compliance in all material aspects with all BSA and Anti-Money Laundering (“AML”) laws and regulations; and

(iv) is responsible for assuring the proper and timely filing of Suspicious Activity Reports (“SARs”), Currency Transaction Reports (“CTRs”), Reports of International Transportation of Currency or Monetary Instruments (“CMIRs”), Reports of Foreign Bank and Financial Accounts (“FBARs”) and any other BSA required reports.

(c) Within 60 days from the effective date of this ORDER, in the event that the BSA Officer is an officer or employee of FFC, the Board shall ensure that the Bank has employed at least one individual, acceptable to the Regional Director and the Commissioner, to provide assistance to the Bank’s BSA Officer, and whose responsibilities in substantial part will be dedicated to ensuring the Bank’s compliance with BSA/AML laws and regulations.

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MANAGEMENT

2. (a) Management shall ensure compliance with all applicable laws and regulations, that govern BSA compliance. Each member of management shall have the qualifications and experience commensurate with his or her duties and responsibilities related to applicable BSA laws and regulations.

(b) The Bank shall provide written notification to the Regional Director and the Commissioner of the resignation or termination of the BSA Officer within 10 days of the event. In addition, the Bank shall provide written notification to the Regional Director and the Commissioner of any proposed new BSA Officer at least 30 days prior to the date such proposed individual is to begin service; such notification shall include their resume, completed Interagency Biographical and Financial Report (FDIC Form No. 3064-0006) (without financial information) and such other information as the Regional Director or the Commissioner may request. Such change will only be effective upon receipt of the Regional Director’s and the Commissioner’s written non-objection.

BSA INTERNAL CONTROLS

3. (a) Within 90 days from the effective date of this ORDER, the Bank shall develop a revised system of internal controls designed to ensure full compliance with the BSA (“BSA Internal Controls”) taking into consideration the Bank’s size and risk profile, as determined by the Bank’s Risk Assessment.

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(b) At a minimum, such system of BSA Internal Controls shall include policies, procedures, and processes addressing the following areas:

(i) Suspicious Activity Monitoring and Reporting: The Bank shall, taking into account its size and risk profile, revise and enhance its policies, procedures, processes, and systems for monitoring, detecting, and reporting suspicious activity being conducted in all areas within or through the Bank; and ensure the timely, accurate, and complete filing of SARs, with an appropriate level of documentation and support for management’s decisions to file or not to file a SAR, as required by law. These policies, procedures, processes and systems should ensure that all relevant areas of the Bank are monitored for suspicious activity and that alerts generated by the Bank’s suspicious activity monitoring systems are investigated and escalated appropriately. The Bank shall adopt measures to ensure that transaction monitoring and suspicious activity reporting functions that are outsourced to FFC are performed to meet regulatory requirements.

(ii) Due Diligence: The Bank shall review and enhance its customer due diligence (“CDD”) policies, procedures and processes for new and existing customers to:

a. be consistent with the guidance for CDD set forth in the FFIEC’s Bank Secrecy Act/Anti-Money Laundering Examination Manual (“BSA Manual”);

b. operate in conjunction with its Customer Identification Program (“CIP”); and

c. enable the Bank to predict with relative certainty the types of transactions in which a customer is likely to engage.

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(iii) At a minimum, the CDD program shall provide for:

a. a risk assessment of the customer base through an appropriate risk rating system to ensure that the risk level of the Bank’s customers is accurately identified based on the potential for money laundering or other illicit activity posed by the customer’s activities, with consideration given to the purpose of the account, the anticipated type and volume of account activity, types of products and services offered, and locations and markets served by the customer;

b. an appropriate level of ongoing monitoring commensurate with the risk level to ensure that the Bank can reasonably detect suspicious activity and accurately determine which customers require enhanced due diligence (“EDD”);

c. a process to obtain and analyze a sufficient level of customer information at account opening to assist and support the risk ratings assigned;

d. a process to document and support the CDD analysis, including a method to validate risk ratings assigned at account opening and resolve issues when insufficient or inaccurate information is obtained;

e. processes to reasonably ensure the timely identification and accurate reporting of known or suspected criminal activity, as required by the suspicious activity reporting provisions of Part 353 of the FDIC’s Rules and Regulations, 12 C.F.R. Part 353; and

f. measures to ensure that CDD services that are outsourced to FFC are performed to meet regulatory expectations.

(iv) Enhanced Customer Due Diligence: The Bank shall establish EDD policies, procedures and processes to conduct EDD necessary for those categories of customers the Bank has reason to believe pose a heightened risk of suspicious activity, including, but not limited to, the high-risk accounts described in the April 7, 2014 Report of Examination issued jointly by the FDIC and the Office of the Commissioner of Financial Regulation for the State of Maryland (“2014 ROE”). The EDD policies, procedures and processes should:

a. be consistent with the guidance for EDD set forth in the BSA Manual; and

b. operate in conjunction with the Bank’s CIP and CDD policies, procedures and processes.

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(v) At a minimum, the EDD program shall include procedures to:

a. determine the appropriate frequency for conducting ongoing reviews based on customer risk level;

b. determine the appropriate documentation necessary to conduct and support ongoing reviews and analyses in order to reasonably understand the normal and expected transactions of the customer;

c. reasonably ensure the timely identification and accurate and complete reporting of known or suspected criminal activity against or involving the Bank to law enforcement and supervisory authorities, as required by the suspicious activity reporting provisions of Part 353 of the FDIC’s Rules and Regulations, 12 C.F.R. Part 353; and

d. measures to ensure that EDD services that are outsourced to FFC are performed to meet regulatory expectations.

(vi) The Bank’s BSA internal control policies, procedures, processes, and practices shall operate in conjunction with each other and be consistent with the guidance for account/transaction monitoring and reporting set forth in the BSA Manual, including arranging for the dissemination of a high-risk customer list to appropriate departments within the Bank.

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(c) Within 10 days of completion, the Bank shall submit the revised BSA-related internal control policies and procedures to the Regional Director and the Commissioner for non-objection or comment. Within 30 days from receipt of non-objection or comments from the Regional Director or the Commissioner, and after incorporation and adoption of all comments, the Board shall approve the revised BSA internal control policies, procedures, processes and practices, which approval shall be recorded in the minutes of the Board meeting. Thereafter, the Bank shall implement and fully comply with the revised internal control policies, procedures, processes and practices.

CTR LOOK BACK REVIEW

4. (a) Within 90 days from the effective date of this ORDER, the Bank shall conduct a review of currency transaction aggregation reports and CTRs transmitted since May 1, 2013, through the effective date of this ORDER, to determine whether transactions by a common conductor were properly identified and reported in accordance with applicable law and regulations (“Look Back Review”). The Bank shall ensure that the Look Back Review includes currency exchange transactions.

(b) Within 30 days from receipt of the findings of the Look Back Review, the Bank shall provide a report detailing its Look Back Review findings, along with copies of any additional CTRs filed, to the Regional Director and the Commissioner.

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REPORTS

5. The Bank shall review and enhance its policies, procedures and processes in order to appropriately detect reportable transactions and ensure that all required reports, including its CTRs, SARs, CMIRs, FBARs, and any other similar or related reports required by law or regulation are completed accurately and properly filed within required timeframes.

VENDOR MANAGEMENT

6. Within 60 days from the effective date of this ORDER, the Board shall develop, adopt, and implement an enhanced process to effectively monitor the correction of BSA-related regulatory weaknesses identified at FFC, the Bank’s BSA/AML compliance vendor. Any corrective actions taken by FFC to address any identified BSA/AML weaknesses shall be reviewed at Board meetings and noted in the Board minutes.

CORRECTIVE ACTION

7. The Bank shall take all steps necessary, consistent with other provisions of this ORDER and sound banking practices, to eliminate and correct any unsafe or unsound banking practices and any violations of law or regulation cited in the 2014 ROE.

DIRECTORS’ COMPLIANCE COMMITTEE

8. Within 30 days from the effective date of this ORDER, the Board shall establish a directors’ BSA Compliance Committee (“Compliance Committee”) of at least three members, a majority of which members shall not be and shall not have been within the last five years, involved in the daily operations of the Bank, and whose composition is acceptable to the

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Regional Director and the Commissioner, with the responsibility of overseeing the Bank’s compliance with this ORDER, the BSA regulations and laws and the Bank’s BSA Compliance Program. At least two members of the Compliance Committee shall be the Bank’s representatives to the Special Joint Board Compliance Committee of FFC. The Compliance Committee shall receive comprehensive monthly reports from the Bank’s BSA Officer regarding the Bank’s compliance with BSA regulations and the Bank’s BSA Compliance Program. The Compliance Committee shall present a report to the Board, at each regularly scheduled Board meeting, regarding the Bank’s compliance with this ORDER, the BSA regulations and laws and the Bank’s BSA Compliance Program, which shall be recorded in the appropriate minutes of the Board meeting and retained in the Bank’s records.

PROGRESS REPORTS

9. Within 45 days from the end of each calendar quarter following the effective date of this ORDER, the Bank shall furnish to the Regional Director and the Commissioner written progress reports detailing the form, manner, and results of any actions taken to secure compliance with this ORDER. All progress reports and other written responses to this ORDER shall be reviewed and approved by the Board, and made a part of the Board minutes.

SHAREHOLDER DISCLOSURE

10. Within 30 days from the effective date of this ORDER, the Bank shall send a copy of this ORDER, or otherwise furnish a description of this ORDER, to FFC. The description shall fully describe the ORDER in all material aspects.

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MISCELLANEOUS

It is expressly understood that if, at any time, the Regional Director or the Commissioner shall deem it appropriate in fulfilling the responsibilities placed upon them under applicable law to undertake any further action affecting the Bank, nothing in this ORDER shall bar, estop, or otherwise prevent the FDIC or the Commissioner or any other federal or state agency or department from taking any other action against the Bank or any of the Bank’s current or former institution-affiliated parties.

This ORDER shall be effective on the date of issuance.

The provisions of this ORDER shall be binding upon the Bank, its institution-affiliated parties, and any successors and assigns thereof.

The provisions of this ORDER shall remain effective and enforceable except to the extent that and until such time as any provision has been modified, terminated, suspended, or set aside by the FDIC.

Issued Pursuant to Delegated Authority

Dated: December 24, 2014

By:

John P. Conneely

Deputy Regional Director

New York Regional Office

Federal Deposit Insurance Corporation

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EX-99.4

Exhibit 99.4

ACKNOWLEDGEMENT OF ADOPTION OF FDIC CONSENT ORDER

BY

THE COMMISSIONER OF FINANCIAL REGULATION AND

THE COLUMBIA BANK

The Commissioner of Financial Regulation for the State of Maryland (the “Commissioner”), having duly approved the Consent Order FDIC-14-0372b (“ORDER”), and The Columbia Bank, Columbia, Maryland (“Bank”) agree that, upon the issuance of the ORDER by the Federal Deposit Insurance Corporation, the ORDER shall be binding between the Bank and the Commissioner with the same legal effect and to the same degree that the ORDER would be binding on the Bank if the Commissioner had issued a separate order pursuant to Md. Code Ann., Fin. Inst. § 5-808 that included and incorporated all of the provisions of the ORDER.

The Commissioner and Bank further agree that the provisions of the ORDER shall remain effective and enforceable by the Commissioner against the Bank except to the extent that, and until such time as, any provisions of the ORDER shall be modified, terminated, suspended, or set aside by the Commissioner.

	December 23, 2014
Gordon M. Cooley	Date
Acting Commissioner of Financial Regulation

Agreed and Acknowledged:

The Columbia Bank, Columbia, Maryland:

BY:

John M. Bond, Jr.

Director

Robert R. Bowie, Jr.

Director

Garnett Y. Clark, Jr.

Director

Donald R. Harsh, Jr.

Director

James R. Moxley, III

Director

Mark A. Mullican

Director

John A. Scaldara, Jr.

Director

Gregory I. Snook

Director

David K. Williams, Jr.

Director

Elizabeth M. Wright

Director

Comprising the Board of

Directors of

The Columbia Bank

Columbia, Maryland

2