8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 17, 2008

SANDY SPRING BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	000-19065	52-1532952
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17801 Georgia Avenue, Olney, Maryland  20832

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:  (301) 774-6400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers.

On December 17, 2008, the Board of Directors of Sandy Spring Bancorp, Inc. (the “Company”) appointed Daniel J. Schrider as Chief Executive Officer and a director of the Company, and the Board of Directors of Sandy Spring Bank (the “Bank”) appointed Mr. Schrider as Chief Executive Officer and a director of the Bank, in each case effective January 1, 2009.  Mr. Schrider will continue as President of the Company and the Bank.

Hunter R. Hollar retired as Chief Executive Officer of the Company and the Bank effective December 31, 2008, but will continue as Chairman of the Board of Directors of the Company and the Bank.

In connection with Mr. Schrider’s appointment to his new positions, the Company and the Bank entered into an employment agreement with Mr. Schrider effective January 1, 2009 (the “Agreement”).  The material terms of the Agreement are as follows:

· The initial term of the Agreement begins on January 1, 2009 and expires on January 1, 2012.  The term of the Agreement may be annually extended for an additional one-year period so that the remaining term of the Agreement is three years.

· The Bank will pay Mr. Schrider an annual base salary of not less than $450,000.  Such salary shall be subject to annual review.

· Mr. Schrider is entitled to participate in the Company’s incentive compensation and benefit plans, subject to meeting the eligibility requirements for those plans and benefits.

· Mr. Schrider is entitled to fringe benefits in accordance with the programs, policies and practices of the Bank. Such benefits include an employer-provided automobile and appropriate club memberships.

· If Mr. Schrider is terminated for Just Cause (as defined in the Agreement), he will receive his base salary through the effective date of termination and any reimbursement of expenses to which he is entitled to upon the effective date of termination.

· If Mr. Schrider is terminated without Just Cause or voluntarily terminates employment with Good Reason (as defined in the Agreement), he will be entitled to receive his current base salary for the unexpired term of the Agreement and continuation of medical insurance benefits until the sooner of Mr. Schrider finding employment, attaining the age of 65, or the expiration of the unexpired term of the Agreement.

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· If a Change in Control (as defined in the Agreement) occurs during the term of the Agreement and, thereafter, Mr. Schrider’s employment terminates involuntarily but without Just Cause or if Mr. Schrider voluntarily terminates employment with Good Reason, Mr. Schrider will be entitled to receive a lump sum payment equal to three times his average taxable income for the five calendar years preceding the year in which the Change in Control occurs.  In addition, Mr. Schrider would also be entitled to the continuation of medical insurance benefits until the sooner of Mr. Schrider finding employment, attaining the age of 65, or the expiration of the unexpired term of the Agreement.  The Company will reimburse Mr. Schrider for any excise taxes due under Section 4999 of the Internal Revenue Code as a result of any payments made in connection with a Change in Control.

· Mr. Schrider is subject to non-disclosure obligations and a non-compete agreement for a period of one year following termination of employment, unless he is terminated in connection with a Change in Control.

· Notwithstanding anything in the Agreement to the contrary, the Company will not make any golden parachute payment to Mr. Schrider during any period during which he is a senior executive officer and the United States Department of the Treasury holds an equity or debt position acquired from the Company in the Troubled Assets Relief Program Capital Purchase Program.  Any payment otherwise due to Mr. Schrider under the Agreement or any other benefit plan or arrangement with Mr. Schrider will be reduced by the minimum amount necessary so that the payments comply with the limitations of the Capital Purchase Program.

For further information, see the Company’s press release dated January 5, 2009, attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01      Financial Statements and Other Exhibits.

Exhibits

99.1                      Press Release dated January 5, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SANDY SPRING BANCORP, INC.
	(Registrant)
Date: January 5, 2009	By:	/s/ Daniel J. Schrider
		Daniel J. Schrider
		President and Chief Executive Officer

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EX-99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE                                                                           

DANIEL J. SCHRIDER NAMED CHIEF EXECUTIVE OFFICER

OF SANDY SPRING BANCORP, INC.

Local leader takes reins as 11th President of Maryland's oldest and

soon to be largest banking institution

OLNEY, MARYLAND,  January 5, 2009 — Sandy Spring Bancorp, Inc., (Nasdaq-SASR) the parent company of Sandy Spring Bank, announced that Daniel J. Schrider became President and Chief Executive Officer of both Bancorp and Bank on January 1, 2009 according to a planned succession following the retirement of Hunter R. Hollar.  With the appointment to CEO, Schrider was also elected to the board of directors, and Hollar remains as non-executive Chairman of the Board.

"The transition has gone very smoothly," commented Chairman Hollar, "and throughout these last nine months my esteem for Dan as a leader has grown beyond my original expectations.  I could not be more confident of our company's future."

With the recent announcements of Provident Bank and Chevy Chase Bank signing merger agreements with out-of-state banks, Sandy Spring Bank remains as not only the oldest banking institution in the State of Maryland but soon will be the largest as well.

"Sandy Spring Bank is a unique organization," said Schrider. "It was founded in 1868 by 26 local farmers, nearly all of whom were Quakers, who had a deeply-held belief system.  Their aim at the time was to provide an institution that would benefit the community as a whole.  The Bank was the first of its kind in Montgomery County. The prudence and sheer determination of our early directors laid a foundation that has seen our company through 140 years.  Today our corporate values reflect this foundation: relationships, teamwork, integrity, community, and a drive for performance. "

With 42 offices across Maryland and Northern Virginia, Sandy Spring Bank balances community-oriented service with sophisticated products. "Our company has always looked to the future," said Schrider. "We utilize technology that rivals the largest banks in our area combined with the local presence that our clients appreciate.  Small and mid-sized businesses in particular prefer to work with a company where, like themselves, the decisions are made here."  Regarding the expansion into Virginia in 2007 Schrider said, "We are excited to be in Northern Virginia and feel there is tremendous opportunity for a local Bank our size. We have hired experienced professionals who understand the market well, and  are successfully delivering our style of banking in the region.”

Schrider speaks of Sandy Spring’s strategy for the future as a successful, independent bank, “Independence is important to us, and it must be earned through our profitability and growth.  We will be turning our attention not only to local businesses, but also to the affluent client with wealth management, financial planning and fiduciary needs in addition to banking.  We have excellent resources in these areas.  We are also anxiously looking forward to meeting with potential clients who have been unsettled by merger announcements to let them know we are here and ready to help.”

Schrider, 44, joined Sandy Spring Bank 20 years ago as a commercial lender and rose through the ranks to achieve executive management status in 2003 when he was named Executive Vice President of Commercial and Credit Services and served as the company's Chief Credit Officer.  Schrider oversaw the Company's conservative lending philosophy that has resulted in negligible loan losses in the past and a portfolio that is positioned to withstand the current economic downturn.

Born and raised in Howard County, Maryland, Schrider is from a banking family.  He holds a BS from the University of Maryland and obtained his MBA from Mount Saint Mary's University in Emmitsburg, Maryland.   In addition to numerous industry related certificates, Schrider is a graduate of American Bankers Association Stonier Graduate School of Banking.  He currently sits on the board of the Maryland Bankers Association.

About Sandy Spring Bancorp, Inc. and Sandy Spring Bank

With $3.2 billion in assets, Sandy Spring Bancorp, Inc., a publicly-traded Maryland corporation, is the holding company for Sandy Spring Bank and its principal subsidiaries, Sandy Spring Insurance Corporation, The Equipment Leasing Company and West Financial Services, Inc.  Sandy Spring is a community-oriented banking organization that focuses its lending and other services on businesses and consumers in the local market area. Independent and community-oriented, Sandy Spring Bank was founded in 1868 and offers a broad range of commercial banking, retail banking and trust services through 42 community offices in Anne Arundel, Carroll, Frederick, Howard, Montgomery, and Prince George’s counties in Maryland, and Fairfax and Loudoun counties in Virginia. Through its subsidiaries, Sandy Spring Bank also offers a comprehensive menu of leasing, insurance and investment management services. Visit www.sandyspringbank.com to locate an ATM near you or for more information about Sandy Spring Bank.

For additional information or questions, please contact:

Daniel J. Schrider, President  & Chief Executive Officer

Philip J. Mantua, E.V.P. & Chief Financial Officer

Sandy Spring Bancorp, Inc.

17801 Georgia Avenue

Olney, Maryland 20832

1-800-399-5919

E-mail:  DSchrider@sandyspringbank.com

  PMantua@sandyspringbank.com

Web site:  www.sandyspringbank.com

Forward-Looking Statements

Sandy Spring Bancorp makes forward-looking statements in this news release.  These forward-looking statements may include: statements of goals, intentions, earnings expectations, and other expectations; estimates of risks and of future costs and benefits; assessments of probable loan and lease losses; assessments of market risk; and statements of the ability to achieve financial and other goals.

Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions.  Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time.  Forward-looking statements speak only as of the date they are made.  Sandy Spring Bancorp does not assume any duty and does not undertake to update its forward-looking statements.  Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that Sandy Spring Bancorp anticipated in its forward-looking statements, and future results could differ materially from historical performance.

Sandy Spring Bancorp’s forward-looking statements are subject to the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of the Company’s loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; the Company’s ability to retain key members of management; changes in legislation, regulations, and policies; and a variety of other matters which, by their nature, are subject to significant uncertainties.  Sandy Spring Bancorp provides greater detail regarding some of these factors in its Form 10-K for the year ended December 31, 2007, including in the Risk Factors section of that report, and in its other SEC reports.  Sandy Spring Bancorp’s forward-looking statements may also be subject to other risks and uncertainties, including those that it may discuss elsewhere in this news release or in its filings with the SEC, accessible on the SEC’s Web site at www.sec.gov.