SANDY SPRING BANCORP CASH AND DEFERRED PROFIT SHARING PLAN AND TRUST AS AMENDED AND RESTATED

 
                                  EXHIBIT 4.2




                                                                               8

 
                               FIRST AMENDMENT TO

                              XXXXX SPRING BANCORP
                CASH AND DEFERRED PROFIT SHARING PLAN AND TRUST
                            AS AMENDED AND RESTATED


This FIRST AMENDMENT, made and executed at Olney, Maryland on the 6th day of
October, 1993, but to be effective as of January 1, 1987, by and between XXXXX
SPRING BANCORP, a corporation organized and existing under the laws of the state
of Maryland (hereinafter referred to as "Employer"), and XXXXX SPRING NATIONAL
BANK OF MARYLAND (hereinafter referred to as "Trustee").


                                  WITNESSETH:

WHEREAS, the Employer established the "Xxxxx Spring Bancorp Cash and Deferred
Profit Sharing Plan and Trust" (hereinafter referred to as the "Plan") which
became effective January 1, 1982; and

WHEREAS, said Plan has been amended periodically to conform to legislation and
other administrative matters; and

WHEREAS, it is now desired to further amend said Plan;

NOW, THEREFORE, the parties hereto agree as follows:

1.   Adoption Agreement Section 6.02, Method of Payment of Accrued Benefit,
     shall be amended by revoking the election made at Section 6.02(a) and
     substituting the following new election under Section 6.02(e):

     "[x]  (e) If the Plan invests in qualifying Employer securities, as
           described in Section 10.03(F), a Participant eligible to elect
           distribution under Section 6.03 may elect to receive that
           distribution in Employer securities only in accordance with the
           provisions of the addendum to this Adoption Agreement, numbered
           6.02(e)."

2.   Addendum to Adoption Agreement Section 6.02(e) shall be added as provided
     in the attachment to this Amendment.

All other provisions of said Plan shall remain in full force and effect.




                                                                               9

 
IN WITNESS WHEREOF, the Employer and the Trustee have executed this First
Amendment on the day and year first above written.


                                    XXXXX SPRING BANCORP



  /s/  Xxxxx Xxxx                            By:  /s/ Xxxxxxxx X. Xxxx
-----------------------------------------        -----------------------------
Witness

                                                    XXXXX SPRING NATIONAL BANK
                                                    OF MARYLAND



  /s/  Xxxxx Xxxx                            By:  /s/ Xxxxx X. Brevins
-----------------------------------------        ------------------------------
Witness




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