exv10wi



 





Exhibit 10(i)




SANDY SPRING BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

Amendment




     THIS AMENDMENT (the “Amendment”) to the Sandy Spring Bank Supplemental
Retirement Agreement by and between Sandy Spring Bank, a Maryland corporation
with its main office in Olney, Maryland (the “Bank”),
and            (the
“Executive”), is made this day of January, 2004.



The Agreement hereby is amended in order to provide the Executive with an
optional form of payment of benefits as stated below.



1. In the case of benefits under the Agreement payable upon Normal Retirement
pursuant to Section 2.1, Early Retirement pursuant to Section 2.2, Disability
pursuant to Section 2.3, Termination of Employment following a Change in
Control pursuant to Section 2.4, or following other Terminations pursuant to
Section 2.5, the Executive may elect either of the following forms of payment:




(i) “Single Annuity Payments” consisting of the payments calculated as
set forth in the Agreement prior to this amendment; or




(ii) “Joint and Survivor Annuity Payments” equal to the monthly payments
that would be payable under a straight-life, maximum monthly payment,
lifetime joint and survivor annuity for the Executive and the Executive’s
spouse, that could be purchased from an issuer rated superior by A.M.
Best (or, in the Bank’s discretion, with an equivalent rating from
another rating organization of similar reputation) for cash equal to the
cost of an annuity with payments equal to the applicable Single Annuity
Payments or, if the cost of such an annuity is not practically
determinable, the actuarial present value of the applicable Single
Annuity Payments as calculated in good faith by the Bank. Joint and
Survivor Annuity Payments terminate upon the payment for the month of
death of the survivor of the Executive and the Executive’s spouse.



2. Article 3, Death Benefits, shall be amended in its entirety to read as
follows:



“Article 3

Death Benefits





3.1 Death During Active Service. If the Executive dies while in the
active service of the Bank, the Bank shall pay to the Executive’s
beneficiary the benefit described in this Section 3.1.




3.1.1 Insurance Policy in Effect. If the Executive dies while the
Insurance Policy is validly in effect, the benefit under Section 3.1 is
the greater of (i) the lifetime benefit that would have been paid to the
Executive under Section 2.1 calculated as if the date of the Executive’s
death were the Normal Retirement Date, or (ii) the straight life,
maximum monthly payment, fifteen-year annuity for the Executive
(calculated as if he or she were not deceased), or if elected by the
Executive, the straight life, maximum monthly payment, lifetime annuity
for the Executive’s surviving spouse (a “Spousal Annuity”), for payments
beginning the month following the Executive’s death, that could be
purchased from an issuer rated superior by A.M. Best (or, in the Bank’s
discretion, with an equivalent rating from another rating organization
of similar reputation) for cash equal to three times the Executive’s
Final Average Pay.




3.1.2 Insurance Policy Not in Effect. If the Executive dies while the
Insurance Policy is not validly in effect, the benefit under Section 3.1
is the Accrued Benefit at the date of the Executive’s death divided by
one-hundred and eighty.




   3.1.3 Payment of Benefit.




      3.1.3.1. If the Executive dies while the Insurance Policy is in
effect, the Bank shall pay the benefit to the Beneficiary on the first
day of each month commencing with the month following the Executive’s
death and (i) if the benefit amount calculated in Section 3.1.1 is not
based upon a Spousal Annuity, under the “Single Annuity Method,”
commencing with the month following the Executive’s death and continuing
for one-hundred and seventy-nine additional months, (ii) if the benefit
amount calculated in Section 3.1.1 is a Spousal Annuity under the
“Spousal Annuity Method,” in payments equal to the monthly



 









 






payments that would be payable under such an annuity, commencing
with the month following the Executive’s death and continuing until the
payment for the month of death of the Executive’s spouse.




      3.1.3.2 If the Executive dies while the Insurance Policy is not in
effect, the Executive may elect either of the following forms of
payment: (i) “Single Annuity Payments” consisting of equal monthly
payments on the first day of each month commencing with the month
following the Executive’s death and continuing for one-hundred and
seventy-nine additional months, or (ii) “Spousal Annuity Payments” equal
to the monthly payments that would be payable under a straight-life,
maximum monthly payment, lifetime annuity for the Executive’s Spouse,
that could be purchased from an issuer rated superior by A.M. Best (or,
in the Bank’s discretion, with an equivalent rating from another rating
organization of similar reputation) for cash equal to the cost of an
annuity with payments equal to the amounts payable under alternative
(i), or, if the cost of such an annuity is not practically determinable,
the actuarial present value of the applicable Single Annuity Payments as
calculated in good faith by the Bank. Spousal Annuity Payments terminate
upon the payment for the month of death of the Executive’s spouse.



3. The right of the Bank to purchase an annuity issued by a third party for or
to transfer ownership rights in such an annuity to the Executive in settlement
of its obligations set forth in Section 2.5.3 applies to both Single Annuity
Payments and Joint and Survivor Annuity Payments.



4. The Bank may require that the Executive and the beneficiary provide
information reasonably necessary to calculate the amount of Joint and Survivor
Annuity Payments or Spousal Annuity Payments as a condition of receipt of such
benefits in that form. If such information is not provided to the reasonable
satisfaction of the Bank, the Bank may, in its discretion, (i) calculate the
Joint and Survivor Annuity Payments or Spousal Annuity Payments based upon
assumptions it deems reasonable, or (ii) pay benefits as if the Executive had
elected to be paid in Single Annuity Payments.



5. Elections of form of payment may be made prior to or within ten days
following termination.



6. Notwithstanding anything in the Agreement or this Amendment to the contrary,
the Joint and Survivor Annuity Payment method or Spousal Annuity Payment method
may not be elected, and the Single Annuity Payment form shall be used, unless
the Executive has validly designated his living spouse as his primary
beneficiary prior to the earlier of (i) the Executive’s death, and (ii) the
expiration of ten days of the Executive’s termination of employment, and such
designation remains in effect at such time.



7. The Agreement is not amended except as explicitly provided herein.



IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer have
signed this Agreement.



	 	 	 	 	 
	EXECUTIVE	 	SANDY SPRING BANK
	 
	 	 	 	 
	


	 	By
	 	

	 
	

	 	Title
	 	








SANDY SPRING BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT




BENEFICIARY DESIGNATION




     THIS BENEFICIARY DESIGNATION is made this          day of                    ,          
by the undersigned (the “Executive”), pursuant to the Supplemental
Executive Retirement Agreement (the “Agreement”) by and between Sandy Spring
Bank and the Executive, and is subject to the terms, requirements, and
conditions of the Agreement.



     I hereby designate the following as my beneficiary under the Agreement:



 









 





	 	 	 
	Primary Beneficiary:
	 	 
	

	 	

	

	 	

	 
	 	 
	Secondary Beneficiary:
	 	 
	

	 	

	

	 	

	 
	 	 
	SIGNED:
	 	 
	

	 	

	

	 	(Print or Type Name on the Above Line)
	 
	 	 
	

	 	

	

	 	(Signature)







FORM OF PAYMENT ELECTION




     THIS FORM OF PAYMENT ELECTION is made this          day of                    ,          
by the undersigned (the “Executive”), pursuant to the
Supplemental Executive Retirement Agreement (the “Agreement”) by and between
Sandy Spring Bank and the Executive, and is subject to the terms, requirements,
and conditions of the Agreement.



	 	 	 
	


	 	Singe Annuity Payments
	 
	


	 	Joint and Survivor Annuity Payments/Spousal Annuity Payments*







	 	 	 
	SIGNED:	

	 
	

	 	

	

	 	(Print or Type Name on the Above Line)
	 
	 	 
	

	 	

	

	 	(Signature)












*Use of these methods is subject to terms and conditions set forth in the
Agreement. Selection of these method is valid only if the Executive has
properly designated the Executive’s spouse as his or her beneficiary under the
terms of the Agreement. The Spousal Annuity Payment method is available only
for the payment of benefits payable by reason of the Executive’s death during
active service. 





 









 








SANDY SPRING NATIONAL BANK OF MARYLAND

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT




THIS AGREEMENT is made this 14th day of May, 1997 by and between Sandy
Spring National Bank of Maryland (the “Bank”), and Hunter R. Hollar
(the“Executive”).



INTRODUCTION




To encourage the Executive to remain a senior officer of the Bank, the
Bank is willing to provide salary continuation benefits to the Executive. The
Bank will pay the benefits from its general assets.



AGREEMENT




The Executive and the Bank agree as follows:



Article 1

Definitions




1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:



1.1.1 “Accrued Benefit” means the amount of liability for benefits to be
paid under this Agreement recorded on the books of the Bank in accordance with
Generally Accepted Accounting Principles and without reduction for any income
tax benefit related thereto.



1.1.2 “Benefit Percentage” means 70%.



1.1.3 “Change in Control” means the earliest of:



a. The acquisition by any entity, person or group (other than the
acquisition by a tax-qualified retirement plan sponsored by Sandy Spring
Bancorp, Inc. (“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”);



b. 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








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a tender offer or an exchange offer for more than 20% of the outstanding
Voting Stock of Bancorp or the Bank;



c. The effective time of (i) 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 (ii) 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;



d. 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;



e. 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.



1.1.4 “Code” means the Internal Revenue Code of 1986, as amended.
References to a Code section shall be deemed to be to that section as it now
exists and to any successor provisions.



1.1.5 “Disability” means a physical or mental infirmity that impairs the
Executive’s ability to substantially perform his duties under this Agreement
and that results in the Executive’s becoming eligible for long-term disability
benefits under a long-term disability plan maintained for Bank employees (or,
if the Bank has no such plan in effect, that impairs the Executive’s ability
to substantially perform his duties for a period of one-hundred and eighty
consecutive days). The board of directors of the Bank shall determine whether
or not the Executive 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, the Bank may require the Executive to submit
to such physical or mental evaluations and tests as the Bank’s Board of
Directors deems appropriate.



1.1.6 “Early Retirement Date” means the date on which the Executive has
both (a) attained age sixty and (b) completed ten Years of Service.







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1.1.7 “Final Average Pay” means the Executive’s three-year average cash
compensation, determined by adding (a) the total base salary paid to the
Executive for the thirty-six months preceding the date of termination (or
other date specified in this Agreement) divided by three, and (b) one-third of
the total cash bonuses (including, without limitation, bonuses awarded under
the Bank’s Stakeholder Program and similar programs) awarded to the Executive
during the three calendar years preceding the date of termination (or other
date specified in this Agreement). Final Average Pay shall not be reduced for
any pay reduction contributions (x) to cash or deferred arrangements under
Section 401(k) of the Code, (y) to a cafeteria plan under Section 125 of the
Code, or (z) to a nonqualified deferred compensation plan. Final Average Pay
shall not be increased by any reimbursed expenses, credits, or benefits under
any plan of deferred compensation to which the Bank contributes, or any
additional cash compensation or compensation payable in a form other than
cash.



1.1.8 “Good Reason” means the occurrence of any of the following without
Executive’s express written consent: a. A material breach by Bancorp or the
Bank of their obligation under a binding employment agreement with the
Executive; b. A material reduction in the Executives’s responsibilities or
authority, or a requirement that the Executive report to any person or group
other than the board of directors of Bancorp and the Bank (or any other
effective reduction in reporting responsibilities) in connection with his
employment with Bancorp or the Bank; c. Assignment to the Executive of duties
of a nonexecutive nature or duties for which he is not reasonably equipped
by his skills and experience; d. Failure of the Executive to be elected or
reelected to the Board of Bancorp or the Bank; e. Any reduction in salary or
material reduction in benefits below the amounts to which he was entitled
prior to a Change in Control; f. Termination of incentive and benefit plans,
programs or arrangements, or reduction of the Executive’s participation to
such an extent as to materially reduce their aggregate value below their
aggregate value immediately prior to a Change in Control. g. A requirement
that the Executive relocate his principal business office or his principal
place of residence outside Montgomery County, Maryland, or the assignment to
the Executive of duties that would reasonably require such a relocation; h. A
requirement that the Executive spend more than thirty normal working days
away from Montgomery County, Maryland during any consecutive twelve-month
period; or i. Failure to provide office facilities, secretarial services, and
other administrative services to Executive that are substantially equivalent


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to the facilities and services provided to the Executive immediately
prior to the Change in Control (excluding brief periods during which office
facilities may be temporarily unavailable due to fire, natural disaster, or
other calamity).



Notwithstanding the foregoing a reduction or elimination of the Executive’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 Executive (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 Executive is not entitled to participate, and receive benefits, on a
fair and nondiscriminatory basis. This provision shall not affect the rights
of the Executive to enforce this Agreement.



A termination with Good Reason means a Termination of Employment by the
Executive by written notice to the Bank, which notice may be immediately
effective, given within ninety days of the event of Good Reason.



1.1.9 “Insurance Policy” means a single premium life insurance policy which
may be acquired by the Bank, in its sole discretion, as sole owner, on the
life of the Executive in connection with this Agreement.



1.1.10 “Just Cause” means, as determined in good faith by the Bank’s board of
directors, the Executive’s: a. Personal dishonesty; b. Incompetence; c.
Willful misconduct; d. Breach of fiduciary duty involving personal profit;
e. Intentional failure to perform duties under this Agreement; f. Other,
continuing material failure to perform his duties after reasonable
notification (which shall be stated in writing and given at least fifteen
days prior to termination) by the board of directors of the Bank of such
failure; g. Willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order; or
h. Material breach by the Executive of any provision of this Agreement or an
Employment Agreement to which he and the Bank are parties.





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1.1.11 “Normal Retirement Date” means the date on which the Executive has both
(a) attained age sixty-five and (b) completed ten Years of Service.



1.1.12 “Termination of Employment” means the Executive’s ceasing to be
employed by the Bank for any reason whatsoever, voluntary or involuntary,
other than by reason of an approved leave of absence.



1.1.13 “Years of Service” means the total number of twelve-month periods
during which the Executive is employed on a full-time basis by the Bank prior
to and after the date of this Agreement, inclusive of any approved leaves of
absence.



Article 2 Lifetime Benefits



2.1 Normal Retirement Benefit. If the Executive terminates employment on or
after the Normal Retirement Date for reasons other than death, the Bank shall
pay the Executive the benefit described in this Section 2.1.



2.1.1. Amount of Benefit. The benefit under this Section 2.1 is one-twelfth
of the Executive’s Final Average Pay multiplied by the Benefit Percentage,
which product is reduced by:



2.1.1.1 Social Security Benefits. One-half of the amount of monthly unreduced
primary (not family) retirement benefits under the United States Social
Security Act that the Executive would be eligible for if application were made
as of the Executive’s sixty-fifth birthday, assuming that the Executive had
earnings at or above the maximum contribution and benefit base under Section
230 of the United States Social Security Act for his working career; and



2.1.1.2 Bank’s Qualified Pension Plan Benefits. The straight life, monthly
payment, annuity benefit the Executive would be entitled to receive under the
Bank’s qualified pension plan as of the Executive’s Termination of Employment.



2.1.1.3 Prior Employer’s Pension Plan Benefits. The straight life, monthly
payment, annuity benefit the Executive would be entitled to receive as of the
Executive’s Termination of Employment because of employment by any and all
other banks or companies prior to the Executive’s full time employment by the
Bank under any and all qualified, defined benefit pension plans maintained by
any and all such other banks or companies.



2.1.1.4 Bank’s Qualified 401(k) and Profit Sharing Plan. The straight life,
maximum monthly payment, fifteen-year annuity that may be





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purchased at the date of Termination from an issuer rated superior by
A.M. Best (or, in the Bank’s discretion, with an equivalent rating from
another rating organization of similar reputation) for cash equal to the value
of the Executive’s account at the date of Termination under the Bank’s Cash
and Deferred Profit Sharing Plan and Trust (or any successor plan)
attributable to Bank contributions, including the earnings thereon.



2.1.2 Payment of Benefit. The Bank shall pay the benefit to the Executive on
the first day of each month commencing with the month following the
Termination of Employment and continuing until the later of the Executive’s
death or the payment of one-hundred and seventy-nine additional monthly
payments.



2.2. Early Retirement Benefit. If the Executive terminates employment on
or after the Early Retirement Date but before the Normal Retirement Date, and
for reasons other than death or Disability, the Bank shall pay to the
Executive the benefit described in this Section 2.2.



2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the amount of
the Accrued Benefit at the date of such early retirement divided by
one-hundred and eighty.



2.2.2 Payment of Benefit. The Bank shall pay the benefit to the Executive on
the first day of each month commencing with the month following the
Executive’s Termination of Employment and continuing until the later of the
Executive’s death or the payment of one-hundred and seventy-nine additional
monthly payments.



2.3 Disability Benefit. If the Executive’s employment is terminated for
Disability prior to the Normal Retirement Date, the Bank shall pay to the
Executive the benefit described in this Section 2.3.



2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the amount of
the Accrued Benefit at the date of such early retirement divided by
one-hundred and eighty.



2.3.2 Payment of Benefit. The Bank shall pay the benefit to the Executive on
the first day of each month commencing with the month following the
Executive’s Termination of Employment and continuing until the later of the
Executive’s death or the payment of one-hundred and seventy-nine additional
months.



2.4 Change in Control Benefits. If within the period beginning six months
prior to and ending two years after a Change in Control, (a) the Bank shall
terminate the Executive’s employment without Just Cause, or (b) the Executive
shall terminate his employment with Good Reason, the Bank shall pay to the
Executive the benefit described in this Section 2.4 in lieu of any other
benefit under this Agreement.




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2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Normal
Retirement Benefit described in Section 2.1 calculated as if the date of
Termination of Employment were the Executive’s Normal Retirement Date, or, if
elected by the Executive pursuant to Section 2.4.2.1, the Early Retirement
Benefit described in Section 2.4.1 calculated as if the date of Termination of
Employment were the Executive’s Early Retirement Date.



2.4.2 Payment of Benefits.



2.4.2.1 Approved Change in Control. If the Change in Control was approved in
advance by a majority of the Continuing Directors, the Bank shall pay the
benefit to the Executive on the first day of each month commencing with the
month following the day on which: (i) the Executive attains age sixty-five,
or, if the Executive so elects in writing within ten days of Termination of
Employment, (ii) the Executive attains age sixty, and, in either case,
continuing until the later of the Executive’s death or the payment of
one-hundred and seventy-nine additional monthly payments.



2.4.2.2 Unapproved Change in Control. If the Change in Control was not
approved in advance by a majority of the Continuing Directors, the Bank shall
pay the benefit to the Executive on the first day of each month commencing
with the month following the Termination of Employment and continuing until
the later of the Executive’s death or one-hundred and seventy-nine (179)
additional monthly payments.



2.5. Vested Benefits following Other Terminations. Subject to Section 2.4, if
(i) the Executive voluntarily terminates employment before the Early
Retirement Date for reasons other than Death or Disability, or (ii) the Bank
terminates the Executive’s Employment without Just Cause, the Bank shall pay
to the Executive the benefits described in this section.



2.5.1 Amount of Benefit. The benefit under this Section 2.5 is the straight
life, maximum monthly payment, fifteen-year annuity beginning on the first day
of the month following the date on which (i) the Executive attains age
sixty-five, or, if the Executive so elects in writing within ten days of
Termination of Employment, (ii) the Executive attains age sixty, that may be
purchased in the two months following the date of Termination from an issuer
rated superior by A.M. Best (or, in the Bank’s discretion, with an equivalent
rating from another rating organization of similar reputation) for cash equal
to the amount of the vested Accrued Benefit at the date of such termination.





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2.5.2 Vested Accrued Benefit. For purposes of this section 2.5, only, the
Accrued Benefit shall vest in accordance with the following schedule: <TABLE> <CAPTION>



Years of Percentage of Accrued Service Benefit That Is Vested



less than 4 0% 4 20% 5 25% 6 30% 7 35% 8 40% 9 45% 10 50% 11 60% 12
70% 13 80% 14 90% 15 100% .



2.5.3 Payment of Benefit. The Bank shall pay the monthly benefit (or cause
such benefit to be paid) to the Executive, or his beneficiary after the
Executive’s death, on the first day of each month commencing with the month
following the month in which the Executive attains (i) age sixty-five, or if
elected by the Executive pursuant to section 2.5.2. (ii) age sixty. The Bank
may, in its sole discretion, purchase such an annuity for or transfer its
ownership rights to the Executive in settlement of this obligation, in which
case all of the Bank’s obligations under this Agreement shall immediately
terminate.



Article 3 Death Benefits 3.1 Death During Active Service. If the
Executive dies while in the active service of the Bank, the Bank shall pay to
the Executive’s beneficiary the benefit described in this Section 3.1.



3.1.1 Insurance Policy in Effect. If the Executive dies while the Insurance
Policy is validly in effect, the benefit under Section 3.1 is the greater of
(i) the lifetime benefit that would have been paid to the Executive under
Section 2.1 calculated as if the date of the Executive’s death were the Normal
Retirement Date, or (ii) the straight life, maximum monthly payment,
fifteen-year annuity, for payments beginning the month following the
Executive’s death, that could be purchased from an issuer rated superior by
A.M. Best (or, in the Bank’s discretion, with an equivalent rating from
another rating organization of similar reputation) for cash equal to three
times the Executive’s Final Average Pay.



3.1.2 Insurance Policy Not in Effect. If the Executive dies while the
Insurance Policy is not validly in effect, the benefit under Section 3.1 is
the Accrued Benefit at the date of the Executive’s death divided by
one-hundred and eighty.





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3.1.3 Payment of Benefit. The Bank shall pay the benefit to the Beneficiary on
the first day of each month commencing with the month following the
Executive’s death and continuing for one-hundred and seventy-nine additional
months.



Article 4 Beneficiaries 4.1 Beneficiary Designations. The Executive shall
designate a beneficiary by filing a written designation with the Bank. The
Executive may revoke or modify the designation at any time by filing a new
designation. However, designations will only be effective if signed by the
Executive and accepted by the Bank during the Executive’s lifetime. The
Executive’s beneficiary designation shall be deemed automatically revoked if
the beneficiary predeceases the Executive, or if the Executive names a spouse
as beneficiary and the marriage is subsequently dissolved. If the Executive
dies without a valid beneficiary designation, all payments shall be made to
the Executive’s surviving spouse, if any, and if none, to the Executive’s
surviving children and to the descendants of any deceased child by right of
representation, and if no children or descendants survive, to the Executive’s
estate.



4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Bank may pay such benefit to the guardian, legal
representative, or person having the care or custody of such minor,
incompetent person, or incapable person. The Bank may require proof of
incompetency, minority, or guardianship as it may deem appropriate prior to
the distribution of the benefit. Such distribution shall completely discharge
the Bank from all liability with respect to such benefit.



Article 5 General Limitations Notwithstanding any provision of this
Agreement to the contrary, the Bank shall not pay any amount of any benefit
under this Agreement: 5.1 Excess Parachute Payment. To the extent the amount
of benefit would be an excess parachute payment under Section 280G of the
Code, with consideration for any right of the Executive, under an employment
agreement with the Bank or otherwise, to waive benefits hereunder or other
payments in order to prevent an excess parachute payment.



5.2 Termination for Cause. If the Bank terminates the Executive’s employment
for Just Cause.



5.3 Suicide. No benefits shall be payable if the Executive commits suicide
within two years after the date of this Agreement, or if the Executive has
made any material misstatement of fact on any application for the Insurance
Policy.





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Article 6 Claims and Review Procedures 6.1 Claims Procedures. The Bank shall
notify the Executive’s beneficiary in writing, within ninety days of his or
her written application for benefits, of his or her eligibility or
noneligibility for benefits under the Agreement. If the Bank determines that
the beneficiary is not eligible for benefits or full benefits, the notice
shall set forth (a) the specific reasons for such denial, (b) a specific
reference to the provisions of the Agreement on which the denial is based, (c)
a description of any additional information or material necessary for the
claimant to perfect his or her claim, and a description of why it is needed,
and (d) an explanation of the Agreement’s claims review procedure and other
appropriate information as to the steps to be taken if the beneficiary wishes
to have the claim reviewed. If the Bank determines that there are special
circumstances requiring additional time to make a decision regarding
eligibility for benefits, the Bank shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time by which notice may be given of such decision for up to an
additional ninety-day period.



6.2 Review Procedure. If the beneficiary is determined by the Bank not to be
eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Bank by filing a petition for
review with the Bank within sixty days after receipt of the notice issued by
the Bank. Such petition shall state the specific reasons that the beneficiary
believes entitle him or her to benefits or to greater or different benefits.
Within sixty days after receipt by the Bank of the petition, the Bank shall
afford the beneficiary (and counsel, if any) an opportunity to present his or
her position to the Bank orally or in writing, and the beneficiary (or
counsel) shall have the right to review the pertinent documents. The Bank
shall notify the beneficiary of its decision in writing within the sixty-day
period, stating specifically the basis of its decision, written in a manner
calculated to be understood by the beneficiary, and the specific provisions of
the Agreement on which the decision is based. If, because of the need for a
hearing, the sixty-day period is not sufficient, notice of such decision may
be deferred for up to another sixty-day period at the election of the Bank,
but notice of this deferral shall be given to the beneficiary.




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Article 7 Amendments and Termination This Agreement may be amended or
terminated only by a written agreement signed by the Bank and the Executive.



Article 8 Miscellaneous 8.1 Binding Effect. This Agreement shall bind the
Executive and the Bank, and their beneficiaries, survivors, executors,
administrators, and transferees.



8.2 No Guaranty of Employment. This Agreement is not an employment policy or
contract. It does not give the Executive the right to remain an employee of
the Bank, nor does it interfere with the Bank’s right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive’s right to terminate employment at any time.



8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached, or encumbered in any manner.



8.4 Tax Withholding. The Bank shall withhold any taxes that are required to be
withheld from the benefits provided under this Agreement.



8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Maryland, except to the extent preempted
by the laws of the United States of America.



8.6 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Bank for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Bank to pay such
benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. The Insurance Policy and any other
insurance on the Executive’s life in which the Bank has an interest is a
general asset of the Bank to which neither the Executive nor any beneficiary
has any preferred or secured claim of any kind, and does not represent funding
for the benefit under this Agreement. Any representation or assertion contrary
to this section 8.6 is a material breach of this Agreement by the representing
or asserting party, which, if such party is the Executive or, following his
death, a beneficiary, shall immediately result in the cessation of any and all
payments and the elimination of any liability hereunder for any payment not
made prior to such assertion or representation, and, if such party is the
Bank, shall subject it to liability for actual damages for such breach.



8.7 Non-Competition Provisions. Regardless of anything herein to the
contrary, except in the case of a Termination of Employment by the Bank
without Just Cause, a Termination of


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Employment by the
Executive with Good Reason, or with the permission of the Bank, during the two
years immediately following the Executive’s Termination of Employment, the
Executive 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 the
Bank from offices in any county in the State of Maryland or of any other State
in which the Bank or any of its affiliates has a branch, and shall not
interfere with the relationship of the Bank and any of its employees, agents,
or representatives. In the event of any breach by the Executive of this
Covenant Not to Compete, the Board of Directors of the Bank shall direct that
any unpaid balance of any payments to the Executive under this Agreement be
suspended, and shall thereupon notify the Executive of such suspension, in
writing. Thereupon, if the Board of Directors of the Bank shall determine that
such breach by the executive exists at any time after a period of one month
following notification of the such suspension, all rights of the Executive and
his beneficiary under this agreement, including rights to any and all further
payments hereunder, shall thereupon terminate.



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



IN WITNESS WHEREOF, the Executive and a duly authorized Bank officer have signed this Agreement.



	 	 	 
	EXECUTIVE

	 	SANDY SPRING NATIONAL BANK OF MARYLAND
	 /s/ Hunter R. Hollar B

	 	By /s/ W. Drew Stabler
	

	 	

	

	 	Title: Chairman of the Board








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