ARTICLES OF INCORPORATION

OF

SANDY SPRING MARYLAND BANCORP, INC.

The undersigned, Willard H. Derrick, whose address is 17801 Georgia Avenue, Olney, Maryland 20832, being at least 18 years of age, acting as incorporator, does hereby form a corporation under the General Laws of the State of Maryland having the following Articles of Incorporation:

ARTICLE I

Name

The name of the corporation is Sandy Spring Maryland Bancorp, Inc. (herein the "Corporation").

ARTICLE II

Purposes

The purposes for which the Corporation is organized are to exercise all powers of a bank holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended, and to engage in any and all activities allowed for such a bank holding company under federal law and the General Laws of the State of Maryland. The Corporation shall have all the powers of a corporation organized under the General Laws of the State of Maryland.

ARTICLE III

Principal Office

The address of the Corporation's principal office in the State of Maryland is 17801 Georgia Avenue, Olney, Maryland 20832.

ARTICLE IV

Resident Agent

The name and address of the resident agent of the Corporation in the State of Maryland are Willard H. Derrick, 17801 Georgia Avenue, Olney, Maryland 20832. The resident agent is a citizen of the State of Maryland and actually resides therein.

ARTICLE V

Capital Stock

The aggregate number of shares of all classes of capital stock which the Corporation has authority to issue is 6,000,000 shares of capital stock, $1.00 par value per share, amounting in aggregate par value to $6,000,000. All of such shares are initially classified as common stock. The Board of Directors may classify and reclassify any unissued shares of capital stock by setting or changing in any one or more respects the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions and dividends, qualifications or terms or

conditions of redemption of such shares of stock. The consideration for the issuance of the shares shall be paid to or received by the Corporation in full before their issuance and shall not be less than the par value per share. The consideration for the issuance of the shares, other than cash, shall be determined by the Board of Directors in accordance with the General Laws of the State of Maryland. In the absence of actual fraud in the transaction, the judgment of the Board of Directors as to the value of such consideration shall be conclusive. Upon payment of such consideration such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, the part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.

(1) Each share of common stock shall have one vote, and, except as otherwise provided in respect of any class of stock hereafter classified or reclassified, the holders of the common stock shall exclusively possess all voting power.

(2) Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and sinking fund or retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock, and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends, but only as declared by the Board of Directors.

(3) In the event of any liquidation, dissolution or winding up of the Corporation, after there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class having preference over the common stock in any such event, the full preferential amounts to which they are respectively entitled, the holders of the common stock and of any class or series of stock entitled to participate therewith, in whole or in part, as to distribution of assets shall be entitled, after payment or provision for payment of all debts and liabilities of the Corporation, to receive the remaining assets of the Corporation available for distribution, in cash or in kind.

(4) Each share of common stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of common stock of the Corporation.

(1) the distinctive designation and the number of shares constituting such class or series; provided that, unless otherwise prohibited by the terms of such or any other class or series, the number of shares of any class or series may be decreased by the Board of Directors in connection with any classification or reclassification of unissued shares and the number of shares of such class or series may be increased by the Board of Directors in connection with any such classification or reclassification, and any shares of any class or series that have been redeemed, purchased, otherwise acquired or converted into shares of common stock or any other class or series shall become part of the authorized capital stock of the Corporation and be subject to classification and reclassification as provided in this paragraph;

(2) whether or not and, if so, the rates, amounts and times at which, and the conditions under which, distributions and dividends shall be payable on shares of such class or series, whether any such distributions and

dividends shall rank senior or junior to or on a parity with the distributions and dividends payable on any other class or series of stock, and the status of any such distributions and dividends as cumulative, cumulative to a limited extent or non-cumulative and as participating or non-participating; provided, however, that the Corporation's indebtedness to a shareholder incurred by reason of a distribution shall be on a parity with the Corporation's indebtedness to its general unsecured creditors, except to the extent subordinated by agreement;

(3) whether or not shares of such class or series shall have voting rights, in addition to any voting rights provided by law and, if so, the terms of such voting rights;

(4) whether the shares of such class or series shall be redeemable and, if so, the price or prices at which, and the terms and conditions upon which, such shares may be redeemed;

(5) the amount or amounts payable upon the shares of such class or series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;

(6) whether the shares of such class or series shall be entitled to the benefits of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and, if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such funds;

(7) whether the shares of such class or series shall be convertible into, or exchangeable for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(8) the subscription or purchase price and form of consideration for which the shares of such class or series shall be issued;

(9) the status of the shares of such class or series which are redeemed or converted and whether such shares may be reissued as shares of the same or any other class or series; and

(10) any other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of such class or series, not inconsistent with law and these Articles.

ARTICLE VI

Authorization of Issuance of Stock

The shares of capital stock of the Corporation may be issued from time to time as authorized by the Board of Directors without the approval of the shareholders except to the extent that such approval is required by governing law, rule or regulation. Such authorization by the Board of Directors may be made by a majority or such other vote of the Board of Directors as may be provided in the Corporation's Bylaws.

ARTICLE VII

Preemptive Rights

No holder of any stock or any other securities of the Corporation, whether now or hereafter authorized, shall have any preemptive right to subscribe for or purchase any stock or any other securities of the Corporation other than such, if any, as the Board of Directors, in its sole discretion, may determine and at such price or prices and upon such other terms as the Board of Directors, in its sole discretion, may fix; and any stock or other securities which

the Board of Directors may determine to offer for subscription may, as the Board of Directors shall, in its sole discretion, determine, be offered to the holders of any class, series or type of stock or other securities at the time outstanding to the exclusion of the holders of any or all other classes, series or types of stock or other securities at the time outstanding.

ARTICLE VIII

Meetings of Shareholders; Cumulative Voting

A. Special meetings of the shareholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors, by a committee of the Board of Directors that has been duly designated by the Board, or in accordance with the Corporation's Bylaws.

B. There shall be no cumulative voting by shareholders of any class or series in the election of directors of the Corporation.

ARTICLE IX

Directors

(1) The following directors shall be assigned to Class I and shall serve until the 1994 annual meeting of shareholders:

Andrew N. Adams, Jr.
Robert L. Mitchell
Robert L. Orndorff, Jr.

(2) The following directors shall be assigned to Class II and shall serve until the 1993 annual meeting of shareholders:

William M. Canby
John Chirtea
Willard H. Derrick
Hunter R. Hollar

(3) The following directors shall be assigned to Class III and shall serve until the 1992 annual meeting of shareholders.

Charles F. Mess
Louisa W. Riggs
Francis Snowden

W. Drew Stabler

Notwithstanding the foregoing, a director whose term shall expire at any annual meeting shall continue to serve until such time as his successor shall have been duly elected and shall have qualified unless his position on the Board of Directors shall have been abolished by action taken to reduce the size of the Board of Directors prior to said meeting.

Should the number of directors of the Corporation be reduced, the directorship(s) eliminated shall be allocated among classes as appropriate so that the number of directors in each class is as nearly equal as possible. The Board of Directors shall designate, by the name of the incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Should the number of directors of the Corporation be increased, the additional directorships shall be allocated among classes as appropriate so that the number of directors in each class is as nearly equal as possible.

Whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the Board of Directors shall consist of said directors so elected in addition to the number of directors fixed as provided above in this Article IX. Notwithstanding the foregoing, and except as otherwise may be required by applicable law, whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of shareholders.

ARTICLE X

Removal of Directors

Subject to applicable provisions of federal law and the rights of the holders of any class separately entitled to elect one or more directors, any director or the entire Board of Directors of the Corporation may be removed, at any time, but only for cause and only by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose. For purposes of this Article X, "cause" is defined as final conviction of a felony, unsound mind, adjudication of bankruptcy, non-acceptance of office or conduct prejudicial to the interests of the Corporation. A director may only be removed by vote of shareholders after service of specific charges, adequate notice, and full opportunity to refute the charges.

ARTICLE XI

Vacancies in the Board of Directors

Subject to the rights of the holders of any class separately entitled to elect one or more directors, any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, whether or not a quorum, or by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors. A director so chosen by shareholders shall hold office for the remainder of the term of the class to which the director is assigned. A director elected by the Board of Directors to fill a vacancy resulting from the removal of a director shall hold office for the remainder of the term of the removed director. A director elected by the Board of Directors to fill a vacancy resulting from any cause other than removal of a director shall hold office for a term expiring at the following annual meeting of shareholders.

ARTICLE XII

Approval of Certain Transactions

The affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of voting stock of the Corporation is required to authorize (a) a merger or consolidation of the Corporation with, or (b) a sale, exchange or lease of all or substantially all of the assets of the Corporation to, any person or entity unless approval of any transaction enumerated in clauses (a) or (b) above is recommended by at least a majority of the entire Board of Directors. For purposes of this Article XII, "substantially all of the assets" shall mean assets having a fair market value or book value, whichever is greater, of twenty-five percent (25%) or more of the total assets of the Corporation as reflected on a balance sheet of the Corporation as of a date no earlier than forty-five (45) days prior to any acquisition of such assets.

ARTICLE XIII

Approval of Business Combinations with Controlling Parties

The shareholder vote required to approve Business Combinations (as hereinafter defined) with Controlling Parties (as hereinafter defined) shall be as set forth in this Article XIII.

A. (1) Except as otherwise expressly provided in this Article XIII, the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of all voting stock of the Corporation and the affirmative vote of the holders of not less than sixty-seven percent (67%) of the outstanding shares of voting stock of the Corporation not including shares deemed beneficially owned by a Controlling Party (as hereinafter defined), shall be required in order to authorize any of the following transactions, if any such transactions involves a Controlling Party:

(a) any merger or consolidation of the Corporation;

(b) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage, or any other security device, of all or substantially any of the assets of the Corporation (as defined in Article XII of these Articles);

(c) any reverse stock split involving the common stock of the Corporation; and

(d) any agreement, contract or other arrangement providing for any of the transactions described in this Article XIII.

(2) The term "Business Combination" as used in this Article XIII shall mean any transaction which is referred to in any one or more of subparagraphs (a) through (d) above.

B. The provisions of Part A of this Article XIII shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by any other provision of these Articles, any provision of law, or any agreement with any regulatory agency or national securities exchange, if all of the conditions specified in either of the following paragraphs (1) and (2) are met with respect to such Business Combination:

(1) The Business Combination shall have been approved by a majority of the Continuing Directors (as hereinafter defined) at a meeting at which a Continuing Director Quorum (as hereinafter defined) is present.

(2) All of the following conditions shall have been met:

(a) The aggregate amount of (x) cash and (y) fair market value (as determined by the Continuing Directors in good faith) as of the date of the consummation of any Business Combination of consideration other than cash, to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest amount determined under clauses (i),
(ii) and (iii) below:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Controlling Party for any share of Common Stock acquired by it (A) within the three-year period immediately prior to the first public announcement of the proposal of the Business Combination (the "Announcement Date") or (B) in the transaction in which it became a Controlling Party, whichever is higher;

(ii) the fair market value (as determined by the Continuing Directors in good faith) per share of Common Stock on the Announcement Date or on the date on which the Controlling Party became a Controlling Party, whichever is higher; and

(iii) (if applicable) the price per share equal to the fair market value (as determined by the Continuing Directors in good faith) per share of Common Stock determined pursuant to clause (2)(a)(ii) above, multiplied by the ratio of (1) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Controlling Party for any shares of Common Stock acquired by it within the three-year period immediately prior to the Announcement Date to (2) the total shareholder's equity per share of common stock (determined in accordance with generally accepted accounting principles) on the first day in such three-year period on which the Controlling Party acquired any shares of Common Stock.

(b) The aggregate amount of (x) cash and (y) fair market value (as determined by the Continuing Directors in good faith) as of the date of the consummation of any Business Combination of consideration other than cash to be received per share by holders of shares of any class or series of outstanding preferred stock shall be at least equal to the highest amount determined under clauses (i), (ii), (iii) and (iv) below:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Controlling Party for any shares of such class or series of preferred stock acquired by it (1) within the three-year period immediately prior to the Announcement Date or (2) in the transaction in which it became a Controlling Party, whichever is higher;

(ii) the highest preferential amount per share to which the holders of shares of such class or series of Preferred Stock would be entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation regardless of whether the Business Combination to be consummated constitutes such an event;

(iii) the fair market value (as determined by the Continuing Directors in good faith) per share of such class or series of preferred stock on the Announcement Date or on the date on which the Controlling Party became a Controlling Party, whichever is higher; and

(iv) (if applicable) the price per share equal to the fair market value (as determined by the Continuing Directors in good faith) per share of such class or series of preferred stock determined pursuant to clause (2)(b)(iii) above, multiplied by the ratio of (A) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers' fees) paid by the Controlling Party for any shares of such class or series of preferred stock acquired by it within the three-year period immediately prior to the Announcement Date to (B) the fair market value
(as determined by the Continuing Directors in good faith) per share of such class or series of preferred stock on the first day in such three-year period upon which the Controlling Party acquired any shares of such class or series of preferred stock.

The provisions of this sub-paragraph 2(b) shall be required to be met with respect to every class or series of outstanding preferred stock of the Corporation, whether or not the Controlling Party has previously acquired any shares of a particular class or series of preferred stock.

C. For the purposes of this Article XIII, the following definitions apply:

(1) The term "Controlling Party" shall mean and include (a) any individual, corporation, partnership or other person or entity that together with its "affiliates" (as that term is defined in Rule 12b-2 of the General Rules and Regulations under the Securities Act of 1934), "beneficially owns" (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934) in the aggregate twenty percent (20%) or more of the outstanding shares of the common stock of the Corporation; and (b) any "affiliate" (as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934) of any such individual, corporation, partnership or other person or entity. Without limitation, any shares of the common stock of the Corporation which any Controlling Party has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed "beneficially owned" by such Controlling Party.

(2) The term "Continuing Director" shall mean any member of the Board of Directors of the Corporation who is not a Controlling Party or in any manner affiliated or associated with or a representative of the Controlling Party and was a member of the Board of Directors prior to the time that the Controlling Party became a Controlling Party, and any successor of a Continuing Director who is unaffiliated with the Controlling Party and is recommended to succeed a Continuing Director by a majority of Continuing Directors then on the Board.

(3) The term "Continuing Director Quorum" shall mean two-thirds of the Continuing Directors capable of exercising the powers conferred on them.

ARTICLE XIV

Evaluation of Business Combinations

The Board of Directors of the Corporation shall consider all factors it deems relevant in evaluating any proposed tender offer or exchange offer for the stock of the Corporation or any subsidiary, any proposed merger or consolidation of the Corporation or a subsidiary with or into another entity and any proposal to purchase or otherwise acquire all or substantially all the assets of the Corporation or any subsidiary. The Board of Directors shall evaluate whether the proposal is in the best interests of the Corporation and its subsidiaries by considering the best interests of the shareholders and other factors the directors determine to be relevant, including the social, legal and economic effects on employees, customers, depositors, and communities served by the Corporation and any subsidiary. The Board of Directors shall evaluate the consideration being offered to the shareholders in relation to the then current market value of the Corporation or any subsidiary, the then current market value of the stock of the Corporation or any subsidiary in a freely negotiated transaction, and the Board of Directors' estimate of the future value of stock of the Corporation or any subsidiary as an independent entity.

ARTICLE XV

Indemnification

Subject to applicable provisions of federal law, the Corporation shall indemnify to the fullest extent permissible under the Maryland General Corporation Law any individual who is or was a director, officer, employee, or agent of the Corporation, and any individual who serves or served at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, in any proceeding in which the individual is made a party as a result of his service in such capacity. An individual will not be indemnified if (i) it is established that the act or omission at issue was material to the matter giving rise to the proceeding and (a) was committed in bad faith, or (b) was the result of active and deliberate dishonesty; (ii) the individual actually received an improper personal benefit in money, property, or services; or (iii) in the case of a criminal proceeding, the individual had reasonable cause to believe that the act or omission was unlawful. In the event any litigation is brought against a director of this Corporation, authorization is hereby made to advance all expenses needed by the director to defend the lawsuit. There shall be no obligation to repay the expenses forwarded, unless it shall be determined ultimately by the Corporation, in accordance with the provisions of this Article XV and the Maryland General Corporation Law, that the director shall not be entitled to indemnification.

The rights of indemnification provided for in this Article XV shall not be exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors, or otherwise. Rights of indemnification under this Article XV shall continue as to a person who has ceased to serve in one of the capacities listed in the immediately preceding paragraph and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE XVI

Limitations on Liability of Officers and Directors

An officer or director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of their fiduciary duty as an officer or director, unless: (i) it is proved that the individual officer or director actually received an improper benefit or profit in money, property or services from the Corporation, or (ii) a judgment or other final adjudication adverse to the individual officer or director is entered in a proceeding based on a finding in the proceeding that the individual's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. If the General Laws of the State of Maryland are amended to further eliminate or limit the personal liability of officers and directors, then the liability of officers and directors of the Corporation shall be eliminated or limited to the fullest extent permitted by Maryland law, as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation shall not adversely affect any right or protection of an officer or director of the Corporation existing at the time of such repeal or modification.

ARTICLE XVII

Special Quorum Requirements

Any meeting of shareholders, whether annual or special, called to consider a vote in favor of a reverse stock split or merger or consolidation of the Corporation with, or a sale, exchange or lease of substantially all of the assets of the Corporation as defined under Article XII of these Articles to, any person or entity that is not recommended by the Board of Directors of the Corporation by the required vote applicable to the proposed transaction under Article XII or Article XIII of these Articles, shall require attendance in person or by proxy of the holders of eighty percent (80%) of the outstanding shares of voting stock of the Corporation in order for a quorum for the conduct of business to exist. Such a meeting may not be adjourned with notice if a quorum is not present.

ARTICLE XVIII