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Exhibit 10(a)

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT (the "Agreement"), made as of this 6th day of August
2004, by and among Sandy Spring Bancorp, Inc., a registered bank holding company
("Bancorp"), Sandy Spring Bank, a Maryland corporation and wholly owned
subsidiary of Bancorp with its main office in Olney, Maryland (the "Bank"), and
R. Louis Caceres (the "Officer").

         W I T N E S S E T H

         WHEREAS, the Officer is employed as the Executive Vice President and
Relationship Acquisition Group Manager of the Bank.

         WHEREAS, as a result of the skill, knowledge, and experience of the
Officer, the Board of Directors of the Bank (the "Board") desires to retain the
services of the Officer.

         WHEREAS, the Officer desires to continue to serve as the Executive Vice
President and Relationship Acquisition Group Manager of the Bank.

         WHEREAS, the Officer and the Board and the Board of Directors of
Bancorp desire to enter into an Agreement setting forth the terms of conditions
of the continuing employment of the Officer and the related rights and
obligations of each of the parties.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed as follows:

1.       Employment. The Officer is employed as the Executive Vice President
and Relationship Acquisition Group Manager of the Bank. The Officer shall
perform all duties and shall have all powers which are commonly incident to the
office of Executive Vice President or which, consistent with that office, are
assigned to the Officer. In addition to the major job accountabilities set forth
in the job description maintained by the Human Resources Division, the Officer's
duties include, but are not limited to:

         a.       Making recommendations concerning the strategies, policies,
                  and tactics of the Bank;

         b.       Management oversight of the day-to-day activities of the
                  Relationship Acquisition Group, including management oversight
                  of Retail Sales, Commercial Relationship Management, Wealth
                  Management, Investment Services, and Private Banking and
                  supervision of the officers and employees engaged in these
                  functions;

         c.       Promoting the Bank and its services;

         d.       Managing the efforts of the Bank to comply with applicable
                  laws and regulations related to the activities of the
                  Relationship Acquisition Group; and

         e.       Providing complete, timely, and accurate reports, as required,
                  regarding the activities of the Relationship Acquisition
                  Group.

2.       Location and Facilities. The Officer will be furnished with the
working facilities and staff customary for executive officers with the title and
duties set forth in Section 1 and as are necessary for the Officer to perform
the duties of the position. The location of such facilities and staff shall be
at the principal administrative offices of the Bank, or at such other site or
sites customary for such offices.

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3.       Term

         a.       The term of this Agreement shall be (i) the initial term,
                  consisting of the period commencing on the date of this
                  Agreement (the "Effective Date") and ending immediately prior
                  to the second anniversary of the Effective Date, plus (ii) any
                  and all extensions of the initial term made pursuant to this
                  Section 3.

         b.       On each anniversary of the Effective Date prior to a
                  termination of the Agreement, the term under this Agreement
                  shall be extended for an additional one-year period beyond the
                  then effective expiration date without action by any party,
                  provided that neither the Bank nor the Officer shall have
                  given written notice at least sixty (60) days prior to such
                  anniversary date of its or the Officer's desire that the term
                  not be extended. The Officer's performance and the
                  advisability of extending the term of this Agreement shall be
                  reviewed by the Human Resources Committee (the "Committee") of
                  the Board, and the Board shall, based on such review,
                  determine whether or not to extend the term of this Agreement
                  at a meeting or meetings at least ninety (90) days prior to
                  each anniversary date.

         c.       At the Effective Date, this Agreement shall supersede any
                  prior Agreement, which shall be deemed terminated by agreement
                  of the parties immediately prior to the Effective Date.

4.       Base Compensation.

         a.       Bancorp and the Bank agrees to pay the Officer during the term
                  of this Agreement a salary at the rate of $210,000.00 per
                  annum, payable in cash not less frequently than monthly, as
                  may be adjusted in accordance with this Section 4.

         b.       The Human Resources Committee shall perform an annual analysis
                  of the Officer's performance and of the compensation of
                  officers performing similar functions at independent financial
                  institutions of comparable assets and performance, and based
                  upon this review, the recommendations of the Executive Vice
                  President and Chief Operating Officer and the President and
                  Chief Executive Officer, and on such other factors as it deems
                  pertinent, shall recommend to the Board the annual salary rate
                  to be paid to the Officer following such review. The Board,
                  based upon this recommendation of the Committee and other
                  factors they deem relevant, may maintain, increase or decrease
                  the Officer's salary, provided that no such action shall (i)
                  reduce the rate of salary below the amount set forth in
                  Section 4.a. or (ii) reduce the rate of salary paid to the
                  Officer for any months prior to the month in which notice of
                  the reduction is provided in writing to the Officer.

         c.       In the absence of action by the Board, the Officer shall
                  continue to receive salary at the amount set forth in Section
                  4.a. specified herein or, if another rate has been established
                  under the provisions of this Section 4, the rate last properly
                  established by action of the Board under the provisions of
                  this Section 4.

5.       Bonuses. Unless the Officer agrees otherwise, the Officer shall be
entitled to participate in discretionary bonuses that the Board may award from
time to time to senior management employees pursuant to bonus plans or
otherwise. The Officer also shall participate in any other fringe benefits which
are or may become available to senior management employees of the Bank,
including for example: any stock option or incentive compensation plans and any
other benefits that are commensurate with the responsibilities and functions to
be performed by the Officer under this Agreement. No other compensation provided
for in this Agreement shall be deemed a substitute for the Officer's right to
participate in such discretionary bonuses or fringe benefits.

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6.       Benefit Plans. The Officer shall be entitled to participate in such
life insurance, medical, dental, pension, profit sharing, and retirement plans
and other programs and arrangements as may be approved from time to time by
Bancorp or the Bank for the benefit of the employees of the Bank. In addition,
the Officer shall be entitled to participate in a nonstatutory supplemental
retirement plan or arrangement ("SERP") established for the Officer, in the
Executive Health Expense Reimbursement and Insurance Plans (together, the
"HERP"), or a successor plan or plans that provide the same or greater level of
benefits as those provided to participants under the HERP as in effect on the
Effective Date, and in the Group Term Replacement Plan ("GTRP") established for
the Officer.

7.       Paid Time Off.

         a.       The Officer shall be entitled to twenty-eight working days of
                  paid time off, as defined in the Bank's personnel policies,
                  during each consecutive twelve-month period commencing on
                  January 1, 2004 and each January 1 thereafter during the term
                  of this Agreement, to be taken at reasonable times and in
                  reasonable periods as the Officer and Bancorp and the Bank
                  shall mutually determine, and provided that no paid time off
                  shall interfere with the duties required to be rendered by the
                  Officer hereunder. Any paid time off not used during a
                  twelve-month period shall carry over and be useable during the
                  succeeding twelve-month period, but not thereafter. The
                  Officer shall not receive any additional compensation from the
                  Bank on account of the Officer's failure to take paid time
                  off.

         b.       In addition to paid time off, the Officer shall be entitled,
                  without loss of pay, to voluntarily take time off from work
                  for such additional periods of time and for such valid and
                  legitimate reasons as the Executive Vice President and Chief
                  Operating Officer may in his discretion determine. Further,
                  the Officer may request and be granted a leave or leaves of
                  absence, with or without pay, at such time or times and upon
                  such terms and conditions as the Executive Vice President and
                  Chief Operating Officer in his discretion may determine.

8.       Expense Payments and Reimbursements. The Officer shall be reimbursed
for all reasonable out-of-pocket business expenses incurred in connection with
the Officer's services under this Agreement upon substantiation of such expenses
in accordance with applicable policies of Bancorp and the Bank.

9.       Loyalty and Confidentiality.

         a.       During the term of this Agreement the Officer: (i) shall
                  devote all the Officer's time, attention, skill, and efforts
                  to the faithful performance of the Officer's duties hereunder;
                  provided, however, that from time to time, the Officer may
                  serve on the boards of directors of, and hold any other
                  offices or positions in, companies or organizations which will
                  not present any conflict of interest with Bancorp or the Bank
                  or any of their subsidiaries or affiliates, unfavorably affect
                  the performance of Officer's duties pursuant to this
                  Agreement, or violate any applicable statute or regulation;
                  and (ii) shall not engage in any business or activity contrary
                  to the business affairs or interests of Bancorp or the Bank.

         b.       Nothing contained in this Agreement shall prevent or limit the
                  Officer's right to invest in the capital stock or other
                  securities of any business dissimilar from that of Bancorp and
                  the Bank, or, solely as a passive, minority investor, in any
                  business.

         c.       The Officer agrees to maintain the confidentiality of any and
                  all information concerning the operation or financial status
                  of Bancorp and the Bank; the names or addresses of any of
                  their borrowers, depositors and other customers; any
                  information concerning or obtained from such customers; and
                  any other information concerning Bancorp or the Bank to which
                  the Officer may be exposed during the course of employment.
                  The Officer further agrees that, unless required by law or
                  specifically permitted by Bancorp or the Bank in writing, the
                  Officer will not disclose to any person or entity, either
                  during or subsequent to the officer's employment, any of the
                  above-mentioned information which is not generally known to
                  the public, nor shall the Officer employ such information in
                  any way other than for the benefit of Bancorp and the Bank.

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10.      Termination and Termination Pay. Subject to Section 11 of this
Agreement, the Officer's employment under this Agreement may be terminated in
the following circumstances:

         a.       Death. The Officer's employment under this Agreement shall
                  terminate upon the Officer's death during the term of this
                  Agreement, in which event the Officer's estate shall be
                  entitled to receive the compensation due to the Officer
                  through the last day of the calendar month in which the
                  Officer's death occurred.

         b.       Retirement. This Agreement shall be terminated upon the normal
                  or early retirement of the Officer under the retirement
                  benefit plan or plans in which the Officer participates
                  pursuant to Section 6 of this Agreement.

         c.       Disability. The Bank or the Officer may terminate the
                  Officer's employment after having established the Officer's
                  Disability. For purposes of this Agreement, "Disability" means
                  a physical or mental infirmity that impairs the Officer's
                  ability to substantially perform duties assigned to the
                  Officer under this Agreement and that results in the Officer's
                  becoming eligible for long-term disability benefits under
                  Bancorp's or the Bank's long-term disability plan (or, if
                  Bancorp or the Bank has no such plan in effect, that impairs
                  the Officer's ability to substantially perform duties assigned
                  to the Officer under this Agreement for a period of
                  one-hundred-eighty consecutive days). In the event of such
                  Disability, the Officer's obligation to perform services under
                  this Agreement will terminate. In the event of such
                  termination, the Officer shall be entitled to receive the
                  following:

                  i.       The compensation and benefits provided for under this
                           Agreement for any period during the term of this
                           Agreement and prior to the date of termination
                           pursuant to this Section 10.c. during which the
                           Officer is unable to work due to physical or mental
                           infirmity (less any amounts which the Officer
                           receives under any disability insurance maintained by
                           Bancorp or the Bank with respect to such period);

                  ii.      For the period beginning upon the date of termination
                           pursuant to this Section 10.c. and continuing for the
                           remaining term of this Agreement, (A) salary at the
                           highest rate paid pursuant to Section 4 of this
                           Agreement during the twelve months prior to the
                           establishment of such disability under this Section
                           10.c., reduced by any payments received by the
                           Officer during such period following termination
                           under a long term disability plan or policy
                           maintained by Bancorp or the Bank, and (B) benefits
                           pursuant to Section 6 of this Agreement.

                  The Board shall determine whether or not the Officer is and
         continues to be permanently disabled for purposes of this Agreement in
         good faith, based upon competent medical advice and other factors that
         it reasonably believes to be relevant. As a condition to any benefits,
         such Board may require the Officer to submit to such physical or mental
         evaluations and tests as it deems reasonably appropriate.

         d.       Just Cause.

                  i.       The Board may, by written notice to the Officer in
                           the form and manner specified in this paragraph,
                           immediately terminate the Officer's employment with
                           the Bank at any time for Just Cause. The Officer
                           shall have no right to receive compensation or other
                           benefits for any period after termination for Just
                           Cause. Termination for "Just Cause" shall mean
                           termination because of, in the good faith
                           determination of the Board, the Officer's:
                           (1)      Personal dishonesty;
                           (2)      Willful misconduct;
                           (3)      Breach of fiduciary duty involving personal
                                    profit;
                           (4)      Intentional failure to perform duties
                                    under this Agreement;
                           (5)      Other, continuing material failure to
                                    perform duties assigned to the Officer
                                    under this Agreement after reasonable
                                    notification (which shall be stated in
                                    writing and given at least fifteen days
                                    prior to termination) by the Board of such
                                    failure;

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                           (6)      Willful violation of any law, rule or
                                    regulation (other than traffic violations or
                                    similar offenses) or final cease-and-desist
                                    order; or
                           (7)      Material breach by the Officer of any
                                    provision of this Agreement.

                  ii.      Notwithstanding the foregoing, the Officer shall not
                           be deemed to have been terminated for Just Cause
                           unless there shall have been delivered to the Officer
                           a copy of a resolution duly adopted by the
                           affirmative vote of not less than a majority of the
                           entire membership of the Board at a meeting called
                           and held for the purpose (after reasonable notice to
                           the Officer and an opportunity for the Officer to be
                           heard before the Board), finding that in the good
                           faith opinion of the Board the Officer was guilty of
                           conduct described above and specifying the
                           particulars thereof.

                  iii.     Notwithstanding the foregoing, it is expected that
                           Officer will perform all duties and agreements to be
                           performed herein, and Officer shall have the right to
                           cure non-performance, to the extent such performance
                           is reasonably capable of being cured, and shall
                           promptly upon receipt of written notice of
                           non-performance, comply with the requirements of such
                           notice, and further if Officer shall not comply with
                           such notice to the satisfaction of the Bank within
                           forty-eight (48) hours after delivery thereof,
                           (except if such compliance cannot be reasonably
                           completed within forty-eight (48) hours, if Officer
                           shall not commence to comply within such period and
                           thereafter proceed to completion with due diligence)
                           the Bank shall have the right to proceed with the
                           Board meeting specified in the preceding paragraph.

         e. Certain Regulatory Events.

                  i.       If the Officer is removed and/or permanently
                  prohibited from participating in the conduct of the Bank's
                  affairs by an order issued under Sections 8(e)(4) or 8(g)(1)
                  of the Federal Deposit Insurance Act ("FDIA") (12 U.S.C.
                  ss.ss. 1818(e)(4) and (g)(1)), all obligations of the Bank
                  under this Agreement shall terminate as of the effective date
                  of the order, but vested rights of the parties shall not be
                  affected.

                  ii.      If the Bank is in default (as defined in Section
                  3(x)(1) of FDIA), all obligations of the Bank under this
                  Agreement shall terminate as of the date of default, but
                  vested rights of the parties shall not be affected.

                  iii.     If a notice served under Sections 8(e)(3) or (g)(1)
                  of the FDIA (12 U.S.C. ss.ss. 1818(e)(3) and (g)(1)) suspends
                  and/or temporarily prohibits the Officer from participating in
                  the conduct of the Bank's affairs, the Bank's obligations
                  under this Agreement shall be suspended as of the date of such
                  service, unless stayed by appropriate proceedings. If the
                  charges in the notice are dismissed, the Bank may, in its
                  discretion, (i) pay the Officer all or part of the
                  compensation withheld while its contract obligations were
                  suspended, and (ii) reinstate (in whole or in part) any of its
                  obligations which were suspended.

                  The occurrence of any of the events described in paragraphs i,
         ii, and iii above may be considered by the Board in connection with a
         termination for Just Cause.

         f.       Voluntary Termination by Officer. In addition to the Officer's
         other rights to terminate under this Agreement, the Officer may
         voluntarily terminate employment with the Bank and Bancorp during the
         term of this Agreement upon at least sixty days' prior written notice
         to the Bank, in which case the Officer shall receive only compensation,
         vested rights and employee benefits up to the date of termination.

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         g.       Without Just Cause or With Good Reason.

                  i.       In addition to termination pursuant to Section 10.a.
                  through 10.f.: the Board may, by written notice to the
                  Officer, immediately terminate the Officer's employment with
                  the Bank at any time for a reason other than Just Cause (a
                  termination "Without Just Cause"); and the Officer may, by
                  written notice to the Board, immediately terminate this
                  Agreement at any time within ninety days following an event of
                  "Good Reason" as defined below (a termination "With Good
                  Reason").

                  ii.      Subject to Section 11 hereof, in the event of
                  termination under this Section 10.g., the Officer shall be
                  entitled to receive the salary for the remaining term of the
                  Agreement, including any renewals or extensions thereof, at
                  the highest annual rate in effect pursuant to Section 4 of
                  this Agreement for any of the twelve months immediately
                  preceding the date of such termination, plus annual cash
                  bonuses for each year (prorated in the event of partial years)
                  remaining under such term at the amount received by the
                  Officer in the calendar year preceding the termination. The
                  sum due under this Section 10.g. shall be paid in one lump sum
                  within ten calendar days of such termination.

                  iii.     "Good Reason" shall exist if, without the Officer's
                  express written consent, Bancorp or the Bank materially breach
                  any of its respective obligations under this Agreement.
                  Without limitation, such a material breach shall be deemed to
                  occur upon any of the following:

                           (1)      A material reduction in the Officer's
                                    responsibilities or authority in connection
                                    with the Officer's employment with Bancorp
                                    or the Bank;
                           (2)      Assignment to the Officer of duties of a
                                    nonexecutive nature or duties for which the
                                    Officer is not reasonably equipped by the
                                    Officer's skills and experience;
                           (3)      A reduction in salary or benefits contrary
                                    to the terms of this Agreement, or,
                                    following a Change in Control as defined in
                                    Section 11 of this Agreement, any reduction
                                    in salary or material reduction in benefits
                                    below the amounts to which the Officer was
                                    entitled prior to the Change in Control;
                           (4)      Termination of incentive and benefit plans,
                                    programs, or arrangements, or reduction of
                                    the Officer's participation to such an
                                    extent as to materially reduce their
                                    aggregate value below their aggregate value
                                    as of the Effective Date;
                           (5)      A requirement that the Officer's principal
                                    business office or principal place of
                                    residence be relocated outside any county in
                                    which the Bank has its main office, its
                                    branches, or its deposit taking Automatic
                                    Teller Machines; or the assignment to the
                                    Officer of duties that would reasonably
                                    require such a relocation;
                           (6)      A requirement that the Officer spend more
                                    than thirty normal working days away from
                                    any county in which the Bank has its main
                                    office, its branches, or its deposit taking
                                    Automatic Teller Machines during any
                                    consecutive twelve-month period; or
                           (7)      Failure to provide office facilities,
                                    secretarial services, and other
                                    administrative services to Officer which are
                                    substantially equivalent to the facilities
                                    and services provided to the Officer on the
                                    Effective Date (excluding brief periods
                                    during which office facilities may be
                                    temporarily unavailable due to fire, natural
                                    disaster, or other calamity).
                           (8)      In the event of a Change in Control as
                                    defined in Section 11 of this Agreement,
                                    Officer shall have the right to resign for
                                    any reason during the first sixty (60) days
                                    immediately following the first six months
                                    after the closing date of a definitive
                                    purchase and assumption agreement (as
                                    defined in such agreement), the execution of
                                    which brought about a Change in Control.

                                    Notwithstanding the foregoing, it is
expected that the Bank will perform all agreements on its part to be performed
herein, and the Bank shall have the right to cure non-performance, to the extent
such performance is reasonably capable of being cured, and shall promptly upon
receipt of written notice of non-performance, comply with the requirement of
such notice, and further if Bank shall not comply with such notice to the
satisfaction of the Officer within forty-eight (48) hours after delivery
thereof, (except if such compliance cannot be reasonably completed within
forty-eight (48) hours, if the Bank shall not commence to comply within such
period and thereafter proceed to completion with due diligence) the Officer
shall have the right to proceed with notice of a "with Good Reason" termination
as specified above.

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                  iv.      Notwithstanding the foregoing: (A) a reduction or
                           elimination of the Officer's benefits under one or
                           more benefit plans maintained by Bancorp or the Bank
                           as part of a good faith, overall reduction or
                           elimination of such plan or plans or benefits
                           thereunder applicable to all participants in a manner
                           that does not discriminate against the Officer
                           (except as such discrimination may be necessary to
                           comply with law) shall not constitute an event of
                           Good Reason or a material breach of this Agreement,
                           provided that benefits of the type or to the general
                           extent as those offered under such plans prior to
                           such reduction or elimination are not available to
                           other officers of Bancorp or the Bank or any company
                           that controls either of them under a plan or plans in
                           or under which the Officer is not entitled to
                           participate, and receive benefits, on a fair and
                           nondiscriminatory basis; and (B) a requirement that
                           the Officer report to and be subject to the direction
                           or supervision of a senior officer of Bancorp or the
                           Bank other than the Executive Vice President and
                           Chief Operating Officer shall not constitute an event
                           of Good Reason or a material breach of this
                           Agreement.

         h.       Continuing Covenant not to Compete or Interfere with
                  Relationships. Regardless of anything herein to the contrary,
                  following a termination (i) upon retirement pursuant to
                  Section 10.b., (ii) due to Disability pursuant to Section
                  10.c., (iii) for Just Cause pursuant to Section 10.d., or (iv)
                  by the Officer pursuant to Section 10.f.:

                  i.       The Officer's obligations under Section 9.c. of this
                           Agreement will continue in effect; and

                  ii.      During the remaining term of this Agreement
                           (determined immediately before such termination), the
                           Officer shall not serve as an officer or director or
                           employee of any bank holding company, bank, savings
                           association, savings and loan holding company, or
                           mortgage company (any of which, a "Financial
                           Institution"), which Financial Institution offers
                           products or services competing with those offered by
                           Bancorp or the Bank from offices in any county in the
                           State of Maryland or of any other State in which the
                           Bank, Bancorp or any of their subsidiaries has a
                           branch, and shall not interfere with the relationship
                           of Bancorp or the Bank and any of its employees,
                           agents, or representatives; provided, however, that
                           the provisions of this noncompetition clause shall
                           only apply to termination of the Officer "before" a
                           Change in Control as defined in Section 11. (It being
                           the intent of the parties that the noncompetition
                           clause shall not apply to terminations resulting from
                           or due to a Change in Control.)

11.      Termination in Connection with a Change in Control.

         a.       For purposes of this Agreement, a "Change in Control" shall be
                  deemed to occur on the earliest of:

                  i.       The acquisition by any entity, person or group (other
                           than the acquisition by a tax-qualified retirement
                           plan sponsored by Bancorp or the Bank) of beneficial
                           ownership, as that term is defined in Rule 13d-3
                           under the Securities Exchange Act of 1934, of more
                           than 25% of the outstanding capital stock of Bancorp
                           or the Bank entitled to vote for the election of
                           directors ("Voting Stock");

                  ii.      The commencement by any entity, person, or group
                           (other than Bancorp or the Bank, a subsidiary of
                           Bancorp or the Bank or a tax-qualified retirement
                           plan sponsored by Bancorp or the Bank) of a tender
                           offer or an exchange offer for more than 20% of the
                           outstanding Voting Stock of Bancorp or the Bank;

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                  iii.     The effective time of (a) a merger or consolidation
                           of Bancorp or the Bank with one or more other
                           corporations as a result of which the holders of the
                           outstanding Voting Stock of Bancorp or the Bank
                           immediately prior to such merger exercise voting
                           control over less than 80% of the Voting Stock of the
                           surviving or resulting corporation, or (b) a transfer
                           of substantially all of the property of Bancorp or
                           the Bank other than to an entity of which Bancorp or
                           the Bank owns at least 80% of the Voting Stock;

                  iv.      Upon the acquisition by any entity, person, or group
                           of the control of the election of a majority of the
                           Bank's or Bancorp's directors,

                  v.       At such time that, during any period of two
                           consecutive years, individuals who at the beginning
                           of such period constitute the Board of Bancorp or the
                           Bank (the "Continuing Directors") cease for any
                           reason to constitute at least two-thirds thereof,
                           provided that any individual whose election or
                           nomination for election as a member of the Board was
                           approved by a vote of at least two-thirds of the
                           Continuing Directors then in office shall be
                           considered a Continuing Director.

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         b.       Termination. If within the period beginning six months prior
                  to and ending two years after a Change in Control, (i) the
                  Bank shall terminate the Officer's employment Without Just
                  Cause, or (ii) the Officer shall voluntarily terminate
                  employment With Good Reason, the Bank shall, within ten
                  calendar days of the termination of Officer's employment, make
                  a lump-sum cash payment to the Officer equal to 2.99 times the
                  sum of (x) the Officer's annual salary at the highest annual
                  rate in effect for any of the twelve months immediately
                  preceding the date of such termination, plus (y) the amount of
                  other compensation received by the Officer during the calendar
                  year preceding the Change in Control. This cash payment is
                  subject to adjustment pursuant to Section 14 of this
                  Agreement, and shall be made in lieu of any payment also
                  required under section 10.g. of this Agreement because of a
                  termination in such period. The Officer's rights under Section
                  10.g. are not otherwise affected by this Section 11. Also, in
                  such event, the Officer shall, for three calendar years
                  following the Officer's termination of employment, continue to
                  participate in any benefit plans of Bancorp and the Bank that
                  provide health (including medical and dental), life or
                  disability insurance, or similar coverage upon terms no less
                  favorable than the most favorable terms provided to executive
                  officers of the Bank during such period.

         c.       Funding of Trust upon Change in Control. In order to assure
                  payment to the Officer of amounts that may become payable by
                  Bancorp or the Bank pursuant to this Section, unless and to
                  the extent the Officer has previously provided a written
                  release of any claims under Section 11 of this Agreement, not
                  later than ten business days after a Change in Control,
                  Bancorp or the Bank shall (i) establish a valid trust under
                  the law of the State of Maryland with an independent trustee
                  that has or may be granted corporate trust powers under
                  Maryland law, (ii) deposit in such trust an amount equal to
                  2.99 times the Officer's "base amount" as defined in Section
                  280G(b)(3) of the Code and regulations promulgated thereunder
                  (Section 280G and related regulations hereinafter referred to
                  as Section 280G") plus such amounts deemed adequate to cover
                  Bancorp and the Bank's obligations under Section 14 of this
                  Agreement, at the time of the Change of Control, and (iii)
                  provide the trustee of the trust with a written direction to
                  hold said amount and any investment return thereon in a
                  segregated account, and to pay such amounts as demanded by the
                  Officer from the trust upon written demand from the Officer
                  stating the amount of the payment demanded from the trust and
                  the basis for the Officer's rights to such payment under
                  Section 11 of this Agreement. Upon the earlier of the final
                  payment of all amounts demanded by the Officer under this
                  Section 11 or the date thirty-six months after the Change in
                  Control, the trustee of the trust shall pay to Bancorp or the
                  Bank, as applicable, the entire balance remaining in the
                  trust. Payments from the trust to the Officer shall be
                  considered payments made by Bancorp or the Bank for purposes
                  of this Agreement. Payment of such amounts to the Officer from
                  the trust, however, shall not relieve Bancorp or the Bank from
                  any obligation to pay amounts in excess of those paid from the
                  trust, or from any obligation to take actions or refrain from
                  taking actions otherwise required by this Agreement. Unless
                  and until a termination of or by the Officer as described in
                  Section 11.b.(i) or (ii), the Officer's rights under this
                  Agreement shall be those of a general, unsecured creditor, the
                  Officer shall have no claim against the assets of the trust,
                  and the assets of the trust shall remain subject to the claims
                  of creditors of Bancorp or the Bank. Upon the termination of
                  the trust as specified herein, the Officer shall have no
                  further interest in the trust.

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<PAGE>

12.      Indemnification and Liability Insurance.

         a.       Indemnification. Bancorp and the Bank agree to indemnify the
                  Officer (and the Officer's heirs, executors, and
                  administrators) to the fullest extent permitted under
                  applicable law and regulations against any and all expenses
                  and liabilities reasonably incurred by the Officer in
                  connection with or arising out of any action, suit, or
                  proceeding in which the Officer may be involved by reason of
                  having been a director or officer of the Bank or any of their
                  subsidiaries (whether or not the Officer continues to be a
                  director or officer at the time of incurring any such expenses
                  or liabilities) such expenses and liabilities to include, but
                  not be limited to, judgments, court costs and attorney's fees
                  and the cost of reasonable settlements, such settlements to be
                  approved by the Board of Bancorp or the Bank, if such action
                  is brought against the Officer in the Officer's capacity as an
                  officer or director of Bancorp or the Bank or any of their
                  subsidiaries. Indemnification for expense shall not extend to
                  matters for which the Officer has been terminated for Just
                  Cause. Nothing contained herein shall be deemed to provide
                  indemnification prohibited by applicable law or regulation.
                  Notwithstanding anything herein to the contrary, the
                  obligations of this Section 12 shall survive the term of this
                  Agreement by a period of seven years.

         b.       Insurance. During the period in which indemnification of the
                  Officer is required under this Section, Bancorp or the Bank
                  shall provide the Officer (and the Officer's heirs, executors,
                  and administrators) with coverage under a directors' and
                  officers' liability policy at the expense of Bancorp or the
                  Bank, at least equivalent to such coverage provided to
                  directors and senior officers of Bancorp or the Bank,
                  whichever is more favorable to the Officer.

13.      Reimbursement of Officer's Expenses to Enforce this Agreement. Bancorp
or the Bank shall reimburse the Officer for all out-of-pocket expenses,
including, without limitation, reasonable attorney's fees, incurred by the
Officer in connection with successful enforcement by the Officer of the
obligations of Bancorp or the Bank to the Officer under this Agreement.
Successful enforcement shall mean the grant of an award of money or the
requirement that Bancorp or the Bank take some action specified by this
Agreement (i) as a result of court order; or (ii) otherwise by Bancorp or the
Bank following an initial failure of Bancorp or the Bank to pay such money or
take such action promptly after written demand therefor from the Officer stating
the reason that such money or action was due under this Agreement at or prior to
the time of such demand.

14.      Adjustment of Certain Payments and Benefits.

         Bancorp and the Bank shall indemnify and hold the Officer harmless from
any and all loss, expense, or liability that the Officer may ever incur under
Code ss. 4999, or any successor provision, as the result of payments or benefits
that the Officer receives from Bancorp or the Bank or any successor to any of
its interests. Bancorp and the Bank shall have this obligation with respect to
any excise taxes (and any federal, state, and local income taxes on those excise
taxes) for which the Officer is liable under Code ss. 4999, or any successor
provision, pursuant to a tax return on which the Officer reports such excise tax
liability based on a reasonable analysis (that the Officer need not file with
the return) prepared by the Officer's legal counsel. This paragraph shall
survive termination or expiration of this Agreement for any reason.

15.      Injunctive Relief. If there is a breach or threatened breach of Section
10.h. of this Agreement or the prohibitions upon disclosure contained in Section
9.c. of this Agreement, Bancorp or the Bank and the Officer agree that there is
no adequate remedy at law for such breach, and that Bancorp and the Bank each
shall be entitled to injunctive relief restraining the Officer from such breach
or threatened breach, but such relief shall not be the exclusive remedy
hereunder for such breach. The parties hereto likewise agree that the Officer
shall be entitled to injunctive relief to enforce the obligations of Bancorp and
the Bank under Section 11 of this Agreement.

                                       9
<PAGE>

16.      Successors and Assigns.

         a.       This Agreement shall inure to the benefit of and be binding
                  upon any corporate or other successor of Bancorp or the Bank
                  which shall acquire, directly or indirectly, by merger,
                  consolidation, purchase or otherwise, all or substantially all
                  of the assets or stock of Bancorp or the Bank.

         b.       Since the Bank and Bancorp are contracting for the unique and
                  personal skills of the Officer, the Officer's rights or duties
                  hereunder shall be precluded from assignment or delegation
                  without first obtaining the written consent of the Bank and
                  Bancorp.

17.      No Mitigation. The Officer shall not be required to mitigate the amount
of any payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Officer in any subsequent employment.

18.      Notices. All notices, requests, demands and other communications in
connection with this Agreement shall be made in writing and shall be deemed to
have been given when delivered by hand or 48 hours after mailing at any general
or branch United States Post Office, by registered or certified mail, postage
prepaid, addressed as follows, or to such other address as shall have been
designated in writing by the addressee:

         a.       If to Bancorp or the Bank:
                  Sandy Spring Bancorp, Inc.
                  Sandy Spring Bank
                  17801 Georgia Avenue
                  Olney, Maryland 20832
                  Attention:       R.E. Kuykendall, General Counsel

         b.       If to the Officer:
                  R. Louis Caceres
                  15801 Thistlebridge Drive
                  Rockville, Maryland 20853

19.      Joint and Severally Liability; Payments by Bancorp and the Bank. To the
extent permitted by law, except as otherwise provided herein, Bancorp and the
Bank shall be jointly and severally liable for the payment of all amounts due
under this Agreement. Bancorp hereby agrees that it shall be jointly and
severally liable with the Bank for the payment of all amounts due under this
Agreement and shall guarantee the performance of the Bank's obligations
thereunder, provided that Bancorp shall not be required by this Agreement to pay
to the Officer a salary or any bonuses or any other cash payments, except in the
event that the Bank does not fulfill the obligations to the Officer hereunder
for such payments. Bancorp may, however, pay salary and bonuses as deemed
appropriate by its Board in the exercise of its discretion.

20.      No Plan Created by this Agreement. The Officer, Bancorp and the Bank
expressly declare and agree that this Agreement was negotiated among them and
that no provision or provisions of this Agreement are intended to, or shall be
deemed to, create any plan for purposes of the Employee Retirement Income
Security Act or any other law or regulation, and, Bancorp the Bank and the
Officer each expressly waives any right to assert the contrary. Any assertion in
any judicial or administrative filing, hearing, or process by or on behalf of
the Officer or Bancorp or the Bank that such a plan was so created by this
Agreement shall be deemed a material breach of this Agreement by the party
making such an assertion.

21.      Amendments. No amendments or additions to this Agreement shall be
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.

                                       10
<PAGE>

22.      Applicable Law. Except to the extent preempted by Federal law, the laws
of the State of Maryland shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.

23.      Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

24.      Headings. Headings contained herein are for convenience of reference
only.

25.      Entire Agreement. This Agreement, together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof, other than written agreements with respect to specific plans, programs,
or arrangements described in Sections 5 and 6, and supersedes all prior
agreements other than with respect to such specific plans, programs, or
arrangements.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first set forth above.
                     SANDY SPRING BANK
                     By:___________________________________

                     Title:________________________________

                     SANDY SPRING BANCORP, INC.
                     By:___________________________________

                     Title:________________________________

                     OFFICER

                     ______________________________________
                     R. Louis Caceres


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