ELECTION FORM/LETTER OF TRANSMITTALMerger Agreement • December 26th, 2006 • Sandy Spring Bancorp Inc • National commercial banks
This Election Form/Letter of Transmittal is being delivered in connection with the Agreement and Plan of Merger, dated as of October 10, 2006 (the “Merger Agreement”), by and among Sandy Spring Bancorp, Inc. (“Bancorp”), Sandy Spring Bank, a wholly-owned subsidiary of Bancorp (“SSB”) and Potomac Bank of Virginia (“Potomac”), whereby Potomac will merge with and into SSB. It is understood that this election is subject to the terms, conditions and limitations set forth in the Merger Agreement and this Election Form/Letter of Transmittal. In particular, the Merger Agreement contains allocation and proration provisions that are designed to ensure that 50% of Potomac’s outstanding common stock will be exchanged for shares of Bancorp common stock and 50% of Potomac’s outstanding common stock will be exchanged for cash (other than shares held by Bancorp or SSB prior to the effective time of the merger, which will be cancelled). Bancorp cannot, therefore, ensure that all Potomac shareholders wi
