Exhibit 99.4

                             MIDSTATE BANCORP, INC.
               Proxy Solicited on behalf of the Board of Directors

      The undersigned stockholder(s) of Midstate Bancorp, Inc. hereby appoints
______________, and ___________, and either of them, as lawful attorneys and
proxies of the undersigned, with several power of substitution, to vote all
shares of the common stock of Midstate Bancorp, Inc. that the undersigned is
entitled to vote at the Special Meeting of the Stockholders of Midstate Bancorp,
Inc. to be held on __________________, 2004 at a.m./p.m. at Felton Community
Fire Hall, Main Street, Felton, Delaware 19943 or at any adjournment thereof as
follows:

      1.    To consider and vote upon a proposal to approve the Agreement and
            Plan of Merger dated as of November 12, 2003 by and between Shore
            Bancshares, Inc. and Midstate Bancorp, Inc., as amended on January
            15, 2004, and the consummation of the transactions contemplated
            thereby, including the merger of Midstate Bancorp with and into
            Shore Bancshares upon the terms and subject to the conditions set
            forth in the merger agreement.

                         |_| FOR |_| AGAINST |_| ABSTAIN

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE MERGER PROPOSAL

      2.    In their discretion, to vote upon such other business as may
            properly come before the meeting.

Shares represented by all properly executed proxies will be voted in accordance
with instructions appearing on the proxy. In the absence of specific
instructions, proxies will be voted FOR the approval of the Agreement and Plan
of Merger and the consummation of the transactions contemplated thereby, and in
the best discretion of the proxy holders as to any other matters.

|_|  If you plan to attend the meeting, please
     designate the number that will attend.       Dated _________________ , 2004


                                                  ______________________________
                                                  Signature


                                                  ______________________________
                                                  Signature

Please sign as name(s) appear(s) on stock certificate. If jointly held, all
owners must sign. Executors, administrators, trustees or persons signing in such
capacity should so indicate.