0001125282-06-006218 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 11th, 2006 • Sandy Spring Bancorp Inc • National commercial banks • Maryland

THIS AGREEMENT AND PLAN OF MERGER dated as of October 10, 2006 (this “Agreement”) by and among Sandy Spring Bancorp, Inc., a Maryland corporation and a registered bank holding company (“Bancorp”), Sandy Spring Bank, a Maryland bank and trust company and a wholly owned subsidiary of Bancorp with its principal offices in Olney, Maryland (the “Bank”), and Potomac Bank of Virginia, a Virginia bank with its principal offices in Fairfax, Virginia (“Potomac”).

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EMPLOYMENT AGREEMENT
Employment Agreement • October 11th, 2006 • Sandy Spring Bancorp Inc • National commercial banks • Maryland

THIS AGREEMENT (the “Agreement”), made as of this 10th day of October 2006, by and between Sandy Spring Bank, a Maryland corporation, with its main office in Olney, Maryland (the “Bank”), and G. Lawrence Warren (the “Officer”).

VOTING AGREEMENT
Voting Agreement • October 11th, 2006 • Sandy Spring Bancorp Inc • National commercial banks • Maryland

VOTING AGREEMENT, dated as of October 10, 2006 (this “Agreement”), among SANDY SPRING BANCORP, INC., a Maryland corporation and a registered bank holding company (“Bancorp”), and each shareholder who is a signatory hereto (each a “Potomac Shareholder”, and collectively, the “Potomac Shareholders”).

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