Summary of SANDY SPRING BANCORP INC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers.

On December 17, 2008, the Board of Directors of Sandy Spring Bancorp, Inc. (the "Company") appointed Daniel J. Schrider as Chief Executive Officer and a director of the Company, and the Board of Directors of Sandy Spring Bank (the "Bank") appointed Mr. Schrider as Chief Executive Officer and a director of the Bank, in each case effective January 1, 2009. Mr. Schrider will continue as President of the Company and the Bank.

Hunter R. Hollar retired as Chief Executive Officer of the Company and the Bank effective December 31, 2008, but will continue as Chairman of the Board of Directors of the Company and the Bank.

In connection with Mr. Schrider's appointment to his new positions, the Company and the Bank entered into an employment agreement with Mr. Schrider effective January 1, 2009 (the "Agreement"). The material terms of the Agreement are as follows:

· The initial term of the Agreement begins on January 1, 2009 and expires on January 1, 2012. The term of the Agreement may be annually extended for an additional one-year period so that the remaining term of the Agreement is three years.

· The Bank will pay Mr. Schrider an annual base salary of not less than $450,000. Such salary shall be subject to annual review.

· Mr. Schrider is entitled to participate in the Company's incentive compensation and benefit plans, subject to meeting the eligibility requirements for those plans and benefits.

· Mr. Schrider is entitled to fringe benefits in accordance with the programs, policies and practices of the Bank. Such benefits include an employer-provided automobile and appropriate club memberships.

· If Mr. Schrider is terminated for Just Cause (as defined in the Agreement), he will receive his base salary through the effective date of termination and any reimbursement of expenses to which he is entitled to upon the effective date of termination.

· If Mr. Schrider is terminated without Just Cause or voluntarily terminates employment with Good Reason (as defined in the Agreement), he will be entitled to receive his current base salary for the unexpired term of the Agreement and continuation of medical insurance benefits until the sooner of Mr. Schrider finding employment, attaining the age of 65, or the expiration of the unexpired term of the Agreement.

· If a Change in Control (as defined in the Agreement) occurs during the term of the Agreement and, thereafter, Mr. Schrider's employment terminates involuntarily but without Just Cause or if Mr. Schrider voluntarily terminates employment with Good Reason, Mr. Schrider will be entitled to receive a lump sum payment equal to three times his average taxable income for the five calendar years preceding the year in which the Change in Control occurs. In addition, Mr. Schrider would also be entitled to the continuation of medical insurance benefits until the sooner of Mr. Schrider finding employment, attaining the age of 65, or the expiration of the unexpired term of the Agreement. The Company will reimburse Mr. Schrider for any excise taxes due under Section 4999 of the Internal Revenue Code as a result of any payments made in connection with a Change in Control.

· Mr. Schrider is subject to non-disclosure obligations and a non-compete agreement for a period of one year following termination of employment, unless he is terminated in connection with a Change in Control.

· Notwithstanding anything in the Agreement to the contrary, the Company will not make any golden parachute payment to Mr. Schrider during any period during which he is a senior executive officer and the United States Department of the Treasury holds an equity or debt position acquired from the Company in the Troubled Assets Relief Program Capital Purchase Program. Any payment otherwise due to Mr. Schrider under the Agreement or any other benefit plan or arrangement with Mr. Schrider will be reduced by the minimum amount necessary so that the payments comply with the limitations of the Capital Purchase Program.

For further information, see the Company's press release dated January 5, 2009, attached hereto as Exhibit 99.1 and incorporated herein by reference.