Exhibit
10(o)

     

    FORM
OF

    


    Amendment

    


    Directors’ Fee Deferral
Agreement 

    


    This
Amendment to the Directors’ Fee Deferral Agreement is entered into as of [date], by and between Sandy
Spring Bank (referred to as the “Bank”), and [name] (the
“Director”).

     

    WHEREAS,
the Director and the Bank previously entered into a Directors’ Fee Deferral
Agreement dated [date]
(the “Deferral Agreement”) pursuant to which the Director deferred the receipt
of directors’;

     

    WHEREAS,
the Director has not deferred director’s fees pursuant to the Deferral Agreement
for any period of time after December 31, 2004, and, thus the Deferral Agreement
is intended to be grandfathered for purposes of Section 409A of the Internal
Revenue Code of 1986, as amended (the “pre-409A document”); and

    


    WHEREAS,
the Director has deferred director’s fees pursuant to another document since
January 1, 2005, which meet the requirements of Section 409A of the Internal
Revenue Code (the “post-409A document”); and

    


    WHEREAS,
the Director and the Bank desire to make an amendment to the Deferral Agreement
to coordinate benefits under the pre-409A and post-409A documents;
and

    


    WHEREAS,
the parties intend that this amendment not be considered “material” for purposes
of causing the pre-409A document to have to meet the requirements of Section
409A of the Internal Revenue Code.

     

    NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Deferral Agreement as follows:

    


    1.  Section
5.1.1 is deleted in its entirety and replaced with the following new Section
5.1.1 to read as follows:

    


    5.1.1    Insurance Policy in
Effect.  If the Director dies while the Insurance Policy is
validly in effect, the benefit under Section 5.1 is the greater of (a) the
applicable Projected Benefit for the payment method in effect at death as shown
on the last effective annual statement of insurance benefit prepared for
delivery to the Director under this plan, or (b) the sum of (i) the payout of
the Deferral Account balance at the date of the Director’s death under the
payment method in effect at death under this plan plus (ii) Deferral Account
balance at the date of the Director’s death under the Sandy Spring Bank
Directors’ Deferred Compensation Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties have
duly executed and delivered this Amendment to the Deferral Agreement, or have
caused this Amendment to the Deferral Agreement to be duly executed and
delivered in their name and on their behalf, as of the day and year first above
written.

    


    SANDY
SPRING BANK

    


    
      
        
          
            
              
                
                  	
                          By:

                        	 
      
	 
      	 
      
	
                          Title:

                        	 
      
	 
      	 
      
	
                          DIRECTOR

                        
	 
      	 
      
	 
      	 
      
	
                          Name