MARYLAND
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52-1532952
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(state
or other jurisdiction of
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(IRS
Employer Identification No.)
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incorporation
or organization)
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Ronald
E. Kuykendall, Esq.
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Copies
to:
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Executive
Vice President,
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Aaron
M. Kaslow, Esq.
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General
Counsel and Secretary
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Thomas
P. Hutton, Esq.
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Sandy
Spring Bancorp, Inc.
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Kilpatrick
Stockton LLP
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17801
Georgia Avenue
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607
14th Street, N.W.
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Olney,
Maryland 20832
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Washington,
DC 20005
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(301)774-6400
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(202)
508-5800
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Large
accelerated filer
o
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Accelerated
filer
x
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Non-accelerated
filer
o
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
o
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Title
of each Class of
Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum Offering Price Per Share
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Proposed
Maximum Aggregate Offering Price
(2)
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Amount
of Registration
Fee
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Common
Stock
$1.00
Par Value
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30,000
Shares
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$18.00
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$540,000
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$39.00
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(1)
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Together
with an indeterminate number of additional shares which may be necessary
to adjust the number of shares reserved for issuance pursuant to the Sandy
Spring Bancorp, Inc. Director Stock Purchase Plan, as amended and
restated (the “Director Stock Purchase Plan”) as the result of
a stock split, stock dividend or similar adjustment of the outstanding
common stock of the Registrant pursuant to 17 C.F.R. §
230.416(a).
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(2)
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Estimated
solely to calculate the amount of the registration
fee. Pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the “Securities Act”), the price per share is estimated
to be $18.00
based upon the average of the high and how prices of the
Registrant’s common stock, $1.00 par value per share as
reported on the Nasdaq Global Select Market on May 12,
2010.
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4
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Sandy
Spring Bancorp, Inc. Director Stock Purchase Plan, as amended and
restated.*
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5
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Opinion
of Kilpatrick Stockton LLP, Washington, DC, as to the legality of the
Common Stock registered hereby.
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23.1
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Consent
of Kilpatrick Stockton LLP (contained in the opinion included as Exhibit
5).
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23.2(a)
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Consent
of
Grant
Thornton LLP.
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23.2(b)
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Consent
of McGladrey & Pullen LLP
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24
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Power
of Attorney.
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* | Management Contract or Compensation Plan or Arrangement. |
SANDY SPRING BANCORP, INC. | |||
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By:
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*
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Daniel J. Schrider | |||
President, Chief Executive Officer and Director |
*
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Director
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Pamela A. Little
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||||
*
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Director
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David E. Rippeon
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||||
*
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Director
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Craig A. Ruppert
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||||
*
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Director
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Lewis R. Schumann
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||||
*
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Director
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Dennis A. Starliper
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/s/ Ronald E.
Kuykendall
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May 13, 2010
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Ronald E. Kuykendall
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Attorney-in-Fact
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Exhibit
No.
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Description
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Method
of Filing
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||
4
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Sandy
Spring Bancorp, Inc. Director Stock Purchase Plan, as amended and
restated.
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Filed
herewith.
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||
5
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Opinion
of Kilpatrick Stockton LLP as to
the
legality of the Common Stock to be
issued.
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Filed
herewith.
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||
23.1
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Consent
of Kilpatrick Stockton LLP
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Contained
in the Opinion
included
in Exhibit 5.0.
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||
23.2(a)
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Consent
of Grant Thornton LLP
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Filed
herewith.
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23.2(b)
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Consent
of McGladrey & Pullen LLP
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Filed
herewith
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||
24
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Power
of Attorney
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Located
on the signature page.
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2.
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DEFINITIONS.
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a.
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“Board”
means the Board of Directors of the
Bancorp.
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b.
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“Business
Day” means a day on which the New York Stock Exchange is open for regular
trading.
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c.
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“Code”
means the Internal Revenue Code of 1986, as
amended.
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d.
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“Committee”
means the Directors’ Stock Purchase Plan Committee appointed by the
Board.
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e.
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“Common
Stock” means Bancorp’s Common Stock, par value $1.00 per
share.
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f.
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“Director”
means a member of Bancorp’s Board.
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g.
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“Bancorp”
means Sandy Spring Bancorp, Inc.
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h.
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“Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time, and any successor thereto.
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i.
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“Fair
Market Value” means, with respect to a share of Common Stock, the Fair
Market Value of the stock as defined by Nasdaq listing standards to be the
consolidated closing bid price as reported by Nasdaq on the Purchase Date,
if such a date is a Business Day, or the immediately preceding Business
Day, if such date is not a Business Day. In the absence of an
established market for Common Stock, the Fair Market Value of a share of
Common Stock shall be determined in good faith by the
Board.
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j.
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“Plan”
means the Sandy Spring Bancorp, Inc. Directors’ Stock Purchase Plan, as
amended and restated.
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k.
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“Plan
Start Date” means December 31,
2003.
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l.
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“Purchase
Date” means the date that checks for the Retainer are issued by Bancorp,
or if no such checks are issued, the date of the May meeting of the
Board.
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m.
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“Retainer”
means the annual retainer paid to Directors for service on the
Board.
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n.
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“Rule
16b-3” means Rule 16b-3 under the Exchange
Act.
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3.
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ELECTION.
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Washington
DC 20005-2018
t
202 508 5800 f 202 508 5858
www.KilpatrickStockton.com
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direct
fax 202 585 0079
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Signature
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Title
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Date
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||
/s/ Daniel J. Schrider
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President, Chief Executive
Officer
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May 13, 2010
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Daniel J. Schrider
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and Director
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/s/ Philip J. Mantua
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Executive Vice President
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May 13, 2010
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Philip J. Mantua
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and Chief Financial Officer
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/s/ Robert L. Orndorff, Jr.
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Director, Chairman of the
Board
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May 13, 2010
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Robert L. Orndorff, Jr.
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||||
/s/ Mark E. Friis
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Director
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May 13, 2010
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Mark E. Friis
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||||
/s/ Susan D. Goff
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Director
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May 13, 2010
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Susan D. Goff
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||||
/s/ Solomon Graham
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Director
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May 13, 2010
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Solomon Graham
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||||
/s/ Gilbert L. Hardesty
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Director
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May 13, 2010
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Gilbert L. Hardesty
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/s/ Pamela A. Little
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Director
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May 13, 2010
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Pamela A. Little
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||||
/s/ David E. Rippeon
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Director
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May 13, 2010
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David E. Rippeon
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||||
/s/ Craig A. Ruppert
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Director
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May 13, 2010
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Craig A. Ruppert
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/s/ Lewis R. Schumann
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Director
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May 13, 2010
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Lewis R. Schumann
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/s/ Dennis A. Starliper
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Director
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May 13, 2010
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Dennis A. Starliper
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