CERTIFICATE
      **A-1**

    
      	
              FIXED
                RATE CUMULATIVE

            	
              ***XXXXXX
                SHARES***

            
	
              PERPETUAL
                PREFERRED STOCK, SERIES A

            	 
	
              PAR
                VALUE $1.00

            	
              SEE
                REVERSE FOR CERTAIN DEFINITIONS

            
	 	 


    

     

    SANDY
      SPRING BANCORP, INC.

    INCORPORATED
      UNDER THE LAWS OF THE STATE OF MARYLAND

    


    THIS
      CERTIFIES THAT 

    [NAME]

    


    
      	
              is
                the owner of:

            	
              ***XXXXXX***

            


    

    


    FULLY
      PAID AND NONASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED
      STOCK, 

    SERIES
      A, $1.00 PAR VALUE PER SHARE, OF SANDY SPRING BANCORP,
      INC.

    


    The
      shares represented by this certificate are transferable only on the stock
      transfer books of Sandy Spring Bancorp, Inc. (the “Corporation”) by the holder
      of record hereof, or by his duly authorized attorney or legal representative,
      upon the surrender of this certificate properly endorsed. This certificate
      and
      the shares represented hereby are issued and shall be held subject to all the
      provisions of the Articles of Incorporation of the Corporation and any
      amendments thereto (copies of which are on file with the Corporation), to all
      of
      which provisions the holder by acceptance hereof, assents.

    


    IN
      WITNESS THEREOF, SANDY SPRING BANCORP, INC. has caused this certificate to
      be
      executed by its duly authorized officers and has caused its corporate seal
      to be
      hereunto affixed.

    


    Dated:
      

    


     

    


    
      	
              ___________________________

            	
              _____________________________

            
	
              Daniel
                J. Schrider

            	
              Ronald
                E. Kuykendall

            
	
              President

            	
              Secretary

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SANDY
      SPRING BANCORP, INC.

    


    The
      Board
      of Directors of the Corporation is authorized by resolution(s), from time to
      time adopted, to provide for the issuance of serial preferred stock in series
      and to fix and state the voting powers, designations, preferences and relative,
      participating, optional, or other special rights of the shares of each such
      series and the qualifications, limitations and restrictions thereof. The
      Corporation will furnish to any shareholder upon request and without charge
      a
      full description of each class of stock and any series thereof.

    


    The
      following abbreviations, when used in the inscription on the face of this
      certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

    

      
        	
                TEN
                  COM - as tenants in common

              	
                UNIF
                  GIFTS MIN ACT - __________ custodian
                  __________

              
	 	
                (Cust)                                
                  (Minor)

              
	 	     
                 under Uniform Gifts to Minors Act
                __________________


      



    TEN
      ENT
      - as
      tenants by the entireties (State) 

     

    JT
      TEN
      - as
      joint tenants with right

     
of
      survivorship and not as

      tenants
      in common

    


    Additional
      abbreviations may also be used though not in the above list.

    


    For
      value
      received, ___________________________________________________________ hereby
      sell, assign and transfer unto

    


    PLEASE
      INSERT SOCIAL SECURITY OR OTHER IDENTIFICATION NUMBER OF
      ASSIGNEE____________________________________________________________________________________________

    


    Please
      print or typewrite name and address including postal zip code of assignee
      ______________________________________________________________________________
      shares of the preferred stock represented by the within Certificate, and do
      hereby irrevocably constitute and appoint
      ____________________________________________________________________________
      Attorney to transfer the said stock on the books of the within-named Corporation
      with full power of substitution in the premises.

    


    
      	
              DATED
                ________________________

            	
              _______________________________________________

            
	 	
              NOTICE:
                THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
                WRITTEN
                UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION
                OR
                ENLARGEMENT OR ANY CHANGE
                WHATEVER.

            


    

    
      
         

      

    

    
      	SIGNATURE GUARANTEED:	___________________________________________________
	
            	
              THE
                SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
                (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
                WITH
                MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                PURSUANT
                TO S.E.C. RULE 17Ad-15

            


    

     

    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS
      OR
      OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
      CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

    


    THE
      SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
      LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
      EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH
      ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
      REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES
      REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON
      THE
      EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
      ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS
      ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL
      NOT
      OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT
      EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER
      THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS
      INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
      REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
      UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
      OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER
      IS
      BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY
      OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES
      REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
      EFFECT OF THIS LEGEND.