EXHIBIT 4

                           SANDY SPRING BANCORP, INC.
                        2001 EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE OF THE PLAN.

The purpose of the Sandy Spring Bancorp, Inc. Employee Stock Purchase Plan is to
make available to eligible employees of Sandy Spring Bancorp, Inc. (the
"Company") and its affiliates a means of purchasing shares of the Company's
Common Stock through voluntary, regular payroll deductions. The Plan is not
subject to the provisions of the Employee Retirement Income Security Act of
1974, but is intended to qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
Plan shall be administered, interpreted and construed so as to extend and limit
participation in a manner consistent with Section 423 of the Code. Participation
in the Plan is entirely voluntary, and the Company makes no recommendations to
employees as to whether they should or should not participate in the Plan. The
Plan has been adopted by the Board and is effective July 1, 2001, but no Options
to purchase shares may be exercised or deemed exercised unless this Plan is
approved by the Company's shareholders in the manner required by section
423(b)(2) of the Code and Treasury Regulation section 1.423-2(c).

2. DEFINITIONS.

(a) "Administrator" means the entity or person designated to act as
Administrator of the Plan pursuant to Section 6.(b).

(b) "Affiliate" means any (i) "parent corporation" or "subsidiary corporation"
of the Company as such terms are defined in Section 424(e) and (f),
respectively, of the Code, that (ii) is designated as a participating employer
in this Plan by the Board.

(c) "Bank" means the Sandy Spring National Bank of Maryland.

(d) "Base Compensation" means gross compensation for the relevant pay period,
including overtime pay, but excluding all bonuses, severance pay, extraordinary
pay, expense allowances or reimbursements, moving expenses and income from the
exercise of nonqualified stock options, the disposition of incentive stock
options or from restricted stock or stock option awards. For these purposes,
gross compensation includes any amount that would be included in taxable income
but for the fact that it was contributed to a qualified plan pursuant to an
elective deferral under Section 401(k) of the Code or contributed under a salary
reduction agreement pursuant to Section 125 of the Code.

(e) "Board" means the Board of Directors of the Company.

(f) "Broker" means a duly licensed securities dealer, broker or agent designated
to act as Broker pursuant to Section 6(c).

(g) "Business Day" means a day on which the New York Stock Exchange is open for
regular trading.

(h) "Code" means the Internal Revenue Code of 1986, as amended.

(i) "Committee" means the Employee Stock Purchase Plan Committee appointed by
the Board in accordance with section 6(a) hereof.

(j) "Common Stock" means the Company's Common Stock, par value $1.00 per share.

(k) "Company" means Sandy Spring Bancorp, Inc.

(l) "Eligible Employee" means any employee of any Employer, excluding any
employee (i) who has been employed by the Employer for less than ninety calendar
days, (ii) whose customary employment with the employee's Employer is 20 hours
or less per week, (iii) whose customary employment with the employee's Employer
is not for more than five months in any calendar year, or (iv) who immediately
after the grant of an option under this Plan to the employee would (in
accordance with the provisions of Sections 423 and 424(d) of the Code) own stock
possessing 5% or more of the total combined voting power or value of all classes
of stock of the "employer corporation" or of its "Parent Corporations" or
"Subsidiary Corporations," as defined in Section 424 of the Code.

(m) "Employer" means, with respect to any Participant, the Company or Affiliate
of which the Participant is an Eligible Employee.

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(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, and any successor thereto.

(o) "Fair Market Value" means, with respect to a share of Common Stock, the last
sales price (or average of the quoted closing bid and asked prices if there is
no closing sales price reported) of a share of Common Stock as reported by the
Nasdaq National Market (or by the principal national stock exchange on which the
Common Stock is then listed) on the date of valuation, if such 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.

(p) "Indemnified Person" has the meaning set forth in Section 9(c).

(q) "Option" means an option granted pursuant to this Plan at the beginning of
each Option Period to acquire Common Stock.

(r) "Option Exercise Date" means the last Business Day of each Option Period.

(s) "Option Period" means the period beginning on the first day of each calendar
month and ending at the last moment of the last Business Day of each calendar
month during the period beginning on the Plan Start Date and ending on June 30,
2011, unless the Plan is terminated earlier.

(t) "Payroll Deduction Account" means, with respect to each Participant, the
amounts credited to the Participant's account from the payroll deductions made
by the Participant under this Plan, less any amounts withdrawn from such account
(for payment of Common Stock, payment to the Participant, payment of withholding
and other taxes or amounts or payment of other obligations or amounts).

(u) "Participant" has the meaning set forth in Section 3(b).

(v) "Plan" means the Sandy Spring the Company, Inc. Employee Stock Purchase
Plan.

(w) "Plan Start Date" means July 1, 2001.

(x) "Rule 16b-3" means Rule 16b-3 under the Exchange Act.

(y) "Stock Account" means, with respect to each Participant, the number of whole
shares of Common Stock credited under this Plan to the Participant's account.
Dividends with respect to shares of Common Stock credited to a Participant's
Stock Account shall be paid to the Participant and shall not be held in either
the Participant's Stock Account or Payroll Deduction Account.

(z) "Transaction" means (i) the liquidation or dissolution of the Company, (ii)
a merger or consolidation in which the Company is not the surviving entity; or
(iii) the sale or disposition of all or substantially all of the Company's
assets.

3. PARTICIPATION

(a) ELIGIBLE EMPLOYEES. Subject to Article 8, all Eligible Employees as of the
beginning of each Option Period may participate in the Plan for such Option
Period at their election.

(b) PARTICIPATION PROCEDURES. If an Eligible Employee does not otherwise have an
election to become a Participant in effect, each Eligible Employee choosing to
participate in the Plan (herein called a "Participant") during an Option Period
shall enroll as a Participant in the Plan by filing with the Participant's
Employer a completed enrollment form (authorized by the Administrator) prior to
the beginning of any Option Period.

 (c) EMPLOYEE CONTRIBUTIONS. Subject to other limitations provided in this Plan,
a Participant may contribute under the Plan any portion of Participant's Base
Compensation which is a whole dollar amount, with a minimum of 1% of
Participant's Base Compensation and a maximum of 10% of the Participant's Base
Compensation. Contributions may be made only through regular payroll deductions,
net of any tax or other withholdings. An enrollment form and payroll deduction
authorization will remain effective for each successive Option Period until
terminated in writing by a Participant or until the Participant is no longer
eligible to participate in the Plan. The payroll deduction authorization may be
reduced or terminated at any time by the Participant's written request submitted
to the Participant's Employer; provided, however, that (i) a Participant may not
increase payroll deductions for an Option Period during that Option Period; and
(ii) a Participant may not make more than one revision of the Participant's
payroll deduction authorization in any Option Period. Termination of deductions
shall constitute withdrawal from the Plan as set forth in Section 3(e) and
cancellation of any outstanding

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Options of the Participant. Reduction or termination of deductions will become
effective as soon as practicable after a Participant's written request is
received by the Participant's Employer.

(d) PARTICIPANT RESTRICTION. Notwithstanding any provisions of this Plan to the
contrary, no Participant will be granted an Option under this Plan which would
permit the Participant's rights to purchase shares of stock pursuant to all
employee stock purchase plans under section 423 of the Code sponsored by the
Company and "parent corporations" and "subsidiary corporations" (within the
meaning of Section 424 of the Code) to accrue at a rate which exceeds $25,000 of
the Fair Market Value of such stock determined at the time each Option is
"granted" (within the meaning of Code Section 423(b)(8)) for each calendar year
during which any Option granted to such Participant is outstanding at any time,
as provided in Sections 423 and 424(d) of the Code.

(e) WITHDRAWAL FROM PLAN. A Participant may withdraw from the Plan (thereby
canceling all Options then in existence) at any time by giving written notice to
the Participant's Employer and to the Administrator. The Administrator shall, as
soon as practicable after receiving request from the withdrawn Participant
therefore, cause to be delivered to the withdrawn Participant (i) a certificate
issued in the name of the Participant representing the number of full shares of
Common Stock held in the Participant's Stock Account and (ii) a check
representing any funds held to the credit of the Participant's Payroll Deduction
Account. A Participant who has withdrawn from the Plan may thereafter reenter
the Plan by following the procedure described under Section 3(b).

 (f) TERMINATION OF PARTICIPANT'S EMPLOYMENT. Upon termination of a
Participant's employment from the Employers for any reason, including death or
disability, the Participant's Stock Account and Payroll Deduction Account in the
Plan shall be closed, and all existing Options held by the Participant shall be
canceled. The Administrator shall, as soon as practicable after termination of a
Participant's employment, cause to be delivered to the Participant or the
Participant's estate or the Participant's designated beneficiary as provided
below, as applicable, (i) a certificate issued in the name of the Participant
representing the number of full shares of Common Stock in the Participant's
Stock Account, and (ii) a check representing any funds held to the credit of the
Participant's Payroll Deduction Account. In the event of a Participant's death,
the Participant's Common Stock and Payroll Deduction Account shall be delivered
and paid to the estate of such Participant or to a beneficiary designated by the
Participant in writing on a form approved by the Administrator.

4. OPTIONS TO PURCHASE STOCK; MAXIMUM SHARES AVAILABLE

(a) MAXIMUM SHARES. The maximum number of shares which shall be issued under the
Plan, subject to adjustment upon changes in Common Stock under Article 7, shall
be 300,000 shares. If, on a given Option Exercise Date, the number of shares
with respect to which Options are to be exercised exceeds the number of shares
available under the Plan, the Company shall make a pro rata allocation of the
shares remaining available for purchase in as uniform a manner as shall be
practicable and it shall determine to be equitable, and the balance of the
Payroll Deduction Account of each Participant shall be returned to the
Participant as promptly as possible.

(b) OFFERINGS. Subject to Article 8, the Company shall make consecutive
offerings on the beginning of each Option Period to Participants to purchase
Common Stock as long as shares authorized remain available for issuance. Each
offering as of the beginning of each Option Period shall be the total number of
shares authorized under Section 4(a), less the number of shares issued by
purchases of Common Stock under Section 5(e) in prior Option Periods.

5. PURCHASE OF STOCK PURSUANT TO OPTIONS

(a) PAYROLL DEDUCTION ACCOUNTS. Each Employer will deduct from its Participants'
paychecks such amounts as have been authorized by the Participants and, promptly
after the end of each month, remit to the Administrator all amounts so deducted
during the month, together with a report showing each Participant and the
amounts allocable to the Payroll Deduction Account of each Participant. The
Administrator shall credit each Participant's Payroll Deduction Account with the
amount of such deposits, and shall reduce the Participant's Payroll Deduction
Account by the purchase price of all Common Stock purchased by the Participant
under this Plan and by any other withdrawals from the Participant's Payroll
Deduction Account. The Plan, through its Administrator, shall purchase for the
Stock Accounts of the Participants shares of Common Stock with funds received
under the Plan.

(b) STOCK ACCOUNTS. The Administrator will open and maintain a Stock Account in
the name of each Participant to which will be credited all shares of Common
Stock purchased for the Participant's benefit. All shares held under the Plan
will be registered in the name of the Plan, the Administrator, or the
Administrator's nominee, and will remain so registered until

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the shares are delivered to the Participant. The Participant shall have the
right to sell all or any part of the shares held in the Participant's Stock
Account, pursuant to procedures established by the Administrator.

(c) GRANT OF OPTIONS AND PURCHASE. Subject to Article 8, each person who is a
Participant on the first day of an Option Period will as of the first day of
such Option Period be deemed to have been granted an Option for such period.
Such Option will be for the number of whole shares of Common Stock to be
determined by dividing (a) the balance in the Participant's Payroll Deduction
Account on the Option Exercise Date, by (b) the purchase price per share of
Common Stock determined under Section 5(d); provided, however, that the quotient
in this Section 5(c) shall be rounded down to a whole number. The number of
shares of Common Stock receivable by each Participant upon exercise of an Option
for an Option Period shall be reduced, on a substantially proportionate basis,
in the event that the number of shares then available under the Plan is
otherwise insufficient.

(d) PURCHASE PRICE. The purchase price of each share of Common Stock sold
pursuant to the exercise of an Option shall be 0.85 multiplied by the Fair
Market Value of the Common Stock on the last day of the Option Period.

(e) EXERCISE OF OPTIONS. Each person who is a Participant in the Plan on the
Option Exercise Date will be deemed to have exercised on the Option Exercise
Date the Option granted to the Participant for that Option Period. Upon such
exercise, the balance of the Participant's Payroll Deduction Account shall be
applied to the purchase of the number of whole shares of Common Stock determined
under Section 5(c), and the amount of shares of Common Stock purchased shall be
credited to the Participant's Stock Account. In the event that the balance of
the Participant's Payroll Deduction Account following an Option Period is in
excess of the total purchase price of the shares of Common Stock so sold, the
balance of the Payroll Deduction Account shall be returned to the Participant;
provided, however, that if the balance in the Payroll Deduction Account consists
solely of an amount equal to the value of a fractional share it will be retained
in the Payroll Deduction Account and carried over to the next Option Period. No
fractional shares shall be issued hereunder. Notwithstanding anything herein to
the contrary, the Company's obligation to sell and deliver shares of Common
Stock under the Plan is subject to the approval required of any governmental
authority in connection with the authorization, issuance, sale or transfer of
such shares, to any requirements of Nasdaq or any national securities exchange
applicable thereto, and to compliance by the Company with other applicable legal
requirements in effect from time to time, including without limitation any
applicable tax withholding requirements.

(f) NO ASSIGNMENT OF PARTICIPANT'S INTEREST IN PLAN. A Participant may not
assign, sell, transfer, pledge, hypothecate or alienate any Options or other
interests (including Participant's Payroll Deduction Account) in or rights under
the Plan. Options under the Plan are exercisable by a Participant during the
Participant's lifetime only by the Participant. All employees shall have the
same rights and privileges under the Plan. Participants shall have no interest
or voting rights in shares of Common Stock covered by his or her Option until
such Option has been exercised.

(g) VESTING. Each Participant will immediately acquire full ownership of all
shares of Common Stock at the time such shares are credited to the Participant's
Stock Account.

(h) DELIVERY OF STOCK. A Participant may instruct the Administrator, in writing,
at any time to deliver to the Participant a certificate, issued in the name of
the Participant, representing any or all of the full shares of Common Stock held
in the Participant's Stock Account. As soon as practicable after receiving such
instructions, the Administrator shall cause the certificate to be mailed to the
Participant. Such instruction to the Administrator, requesting delivery of a
certificate, will not affect the Participant's status under the Plan unless the
Participant also terminates the payroll deduction authorization.

(i) DIVIDENDS, SPLITS AND DISTRIBUTIONS. Any stock dividends or stock splits in
respect of shares held in the Participant's Stock Account will be credited to
the Participant's account without charge. Any distributions to holders of Common
Stock or other securities or rights to subscribe for additional shares of Common
Stock will be sold and the proceeds will be handled in the same manner as a cash
dividend, unless the Participant instructs the Administrator to the contrary.

(j) VOTING RIGHTS. The Administrator will deliver to each Participant as
promptly as practicable, by mail or otherwise, all notices of meetings, proxy
statements and other material distributed by the Company to its stockholders.
The full shares of Common Stock in each Participant's Stock Account will be
voted in accordance with the Participant's signed proxy instructions duly
delivered to the Administrator or pursuant to any other method of voting
available to holders of Common Stock. There will be no charge to the Participant
for the Administrator's retention or delivery of stock certificates, or in
connection with notices, proxies or other such material.

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(k) NO INTEREST TO BE PAID. No interest will be paid to or credited to the
Payroll Deduction Accounts or Stock Accounts of the Participants.

(l) DESIGNATION OF BENEFICIARY. A Participant may file a written designation of
a beneficiary who is to receive any shares and cash, if any, from the
Participant's accounts under the Plan in the event of such Participant's death.
If a Participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective. Such
designation of beneficiary may be changed by Participant at any time by written
notice. In the event of death of the Participant and in the absence of a
beneficiary validly designated under the Plan who is living at the time of such
Participant's death, the Company shall deliver such shares and/or cash in
Participant's accounts to the personal representative, executor or administrator
of the estate of the Participant, or if no personal representative, executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such shares and/or cash in the Participant's
accounts to the spouse or to any one or more dependents or relatives of such
Participant or if no spouse, dependent or relative is known by the Company, then
to such other person as the Company may designate.

(m) CONDITIONS UPON ISSUANCE OF COMMON STOCK. Shares of Common Stock shall not
be issued with respect to an Option unless the exercise of such Option and the
issuance and delivery of such shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the rules and regulations promulgated
thereunder and the requirements of any stock exchange upon which shares may be
listed and shall be further subject to the approval of counsel for the Company
with respect to such compliance. As a condition to the exercise of an Option,
the Company may require the person exercising the Option to represent and
warrant at the time of such exercise that the shares are being purchased only
for investment and without any present intention to sell or distribute such
shares if, in the opinion of counsel of the Company, such representation is
appropriate under any of the aforementioned applicable provisions of law. The
terms and conditions of Options granted under the Plan, and the repurchase of
shares by, persons subject to section 16 of the Exchange Act shall comply with
all applicable provisions of Rule 16b-3 under the Exchange Act. The Plan and
each Option shall be deemed to contain, and the shares issued upon exercise
thereof shall be subject to, such additional conditions and restrictions as may
be required by Rule 16b-3 under the Exchange Act to qualify for the maximum
exemption from section 16 of the Exchange Act with respect to Plan transactions.
In addition to the restrictions described in the first paragraph of this Section
5(m), the shares of Common Stock received by any person upon exercise of Option
may not be sold, assigned, transferred, pledged, or otherwise disposed of for a
period of six months from the date of such exercise. The shares of the Common
Stock received upon the exercise of such Option may bear a legend to such effect
and the Company may require the person receiving such shares to execute an
agreement to such effect.

(n) TAX WITHHOLDING. At the time an Option is exercised, in whole or in part, or
at the time some or all of Common Stock issued the Plan is disposed of, the
Participant must make adequate provision for the Company's federal, state or
other tax withholding obligations, if any, that may arise upon exercise of the
Option or the disposition of the shares of Common Stock. At any time, the
Company may, but shall not be obligated to withhold from a Participant's
Compensation the amount necessary for the Company to meet applicable withholding
obligations, including, any withholding required to make available to the
Company any tax deductions attributed to the sale or early disposition of Common
Stock by the Participant.

6. ADMINISTRATION OF PLAN

(a) THE COMMITTEE. The Plan shall be administered by the Committee, which shall
consist of not less than three (3) Directors appointed by the Board. Members of
the Committee may be Employee Directors or Non-Employee Directors within the
meaning of Rule 16b-3, and shall serve at the pleasure of the Board. A majority
of the entire Committee shall constitute a quorum and the action of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a meeting, shall be
deemed the action of the Committee. In the absence at any time of a duly
appointed Committee, the Plan shall be administered by the Board. The Committee
shall be entitled to adopt and apply guidelines and procedures consistent with
the purposes of the Plan. In order to effectuate the purposes of the Plan, the
Committee shall have the discretionary authority to construe and interpret the
Plan, to supply any omissions therein, to reconcile and correct any errors or
inconsistencies, to decide any questions in the administration and application
of the Plan, and to make equitable adjustments for any mistakes or errors made
in the administration of the Plan, and all such actions or determinations made
by the Committee, and the application of rules and regulations to a particular

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case or issue by the Committee, in good faith, shall not be subject to review by
anyone, but shall be final, binding and conclusive on all persons ever
interested hereunder.

(b) THE ADMINISTRATOR. To carry out the purposes of the Plan, the Committee
shall appoint an Administrator. The Administrator may be any company or
individual that the Committee deems qualified, including the Company. The
Administrator shall be responsible for the implementation of the Plan, including
allocation of funds and stock to the Payroll Deduction Accounts and Stock
Accounts and keeping adequate and accurate records for the Participants.

(c) BROKER. The Administrator may, in its discretion, with the consent and
approval of the Committee, appoint a Broker. The Broker may be any company or
individual that the Committee deems qualified; provided, however, that the
Broker shall be a licensed security dealer, broker, or agent authorized to make
purchases and sales of Common Stock.

(d) REPORTING TO PARTICIPANTS. The Administrator will send to each Participant a
statement at the end of each calendar quarter (or such other period as
determined by the Committee in its sole discretion). Each such statement shall
contain information concerning transactions in the Participant's Payroll
Deduction Account and Stock Account during the relevant period and reflect the
balance in the Participant's Payroll Deduction Account and Stock Account at the
end of such period.

(e) USE OF FUNDS. All payroll deductions received or held by the Company under
the Plan in all Payroll Deduction Accounts may be used by the Company for any
corporate purpose. The Company shall not be obligated to segregate such payroll
deductions.

7. ADJUSTMENT UPON CHANGES IN COMMON STOCK

(a) CHANGES IN COMMON STOCK. If any change is made in the Common Stock (through
merger, consolidation, reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, revise stock split,
liquidating dividend, combination of shares, exchange of shares, change
incorporate structure or otherwise), the Administrator may make appropriate
adjustments in (a) the number of shares and price per share of Common Stock
subject to the Plan or to any Option granted under the Plan, (b) the number of
shares of Common Stock that have been authorized under the Plan but not yet
placed under Option, and (c) the maximum number of shares each Participant may
purchase.

(b) DISSOLUTION; MERGER; CAPITAL REORGANIZATION; ETC. In the event of a
Transaction, the Plan shall terminate, unless another corporation assumes the
responsibility of continuing the operation of the Plan or the Committee
determines in its discretion that the Plan shall nevertheless continue in full
force and effect. If the Committee elects to terminate the Plan, the
Administrator shall send to each Participant a stock certificate representing
the number of whole shares to which the Participant is entitled. In addition,
the Administrator shall send checks drawn on the Plan's account to each
Participant in an amount equal to the funds held to the credit of such
Participant's Payroll Deduction Account.

(c) COMPANY'S RIGHT TO RESTRUCTURE, ETC. The grant of any right to a Participant
pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or assets.

8. AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN

(a) AMENDMENT AND TERMINATION. The Company, acting through the Committee,
reserves the right to amend, suspend, or terminate the Plan at any time or
times; provided, however, any amendment that would require the consent of
stockholders under applicable law, rule or regulation (including, without
limitation, the Code, the Exchange Act or any self regulatory organization such
as a national securities exchange), will not be made unless such stockholders'
consent is obtained. In addition, the Plan shall terminate automatically on the
tenth anniversary of the Plan Start Date, or on any Option Exercise Date when
Participants become entitled to purchase a number of shares greater than the
number of reserved shares remaining available for purchase, subject to the
allocation of remaining shares pursuant to the last sentence of Section 5(c).
Upon termination of the Plan, all amounts held in the Payroll Deduction Accounts
shall, to the extent not used to purchase shares of Common Stock, be refunded to
the Participants entitled thereto.

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9. MISCELLANEOUS

(a) EXPENSES OF PLAN. The Broker's brokerage commissions, if any, incurred in
connection with transactions in Common Stock under the Plan, and the
Administrator's administrative charges for maintaining Participants' accounts
relating to purchases of securities and all other expenses of administering or
maintaining the Plan will be paid by the Company. If the Company is acting as
Administrator, no expenses will be charged to the Participants.

(b) RESERVATION OF SHARES. During the term of the Plan, the Company will reserve
and keep available a number of shares sufficient to satisfy the requirements of
the Plan.

(c) INDEMNIFICATION. In the event and to the extent not insured against under
any contract of insurance with an insurance company, the Company shall indemnify
and hold harmless each "Indemnified Person," as defined below, against any and
all claims, demands, suits, proceedings, losses, damages, interest, penalties,
expenses (specifically including, but not limited to, counsel fees to the extent
approved by the Board or otherwise provided by law, court costs and other
reasonable expenses of litigation), and liability of every kind, including
amounts paid in settlement, with the approval of the Board, arising from any
action or cause of action related to the Indemnified Person's act or acts or
failure to act. Such indemnity shall apply regardless of whether such claims,
demands, suits, proceedings, losses, damages, interest, penalties, expenses and
liability arise in whole or in part from (a) the negligence or other fault of
the Indemnified Person, or (b) from the imposition on such Indemnified Person of
any civil penalties or excise taxes pursuant to the Code or any other applicable
laws; except when the same is judicially determined to be due to gross
negligence, fraud, recklessness, or willful or intentional misconduct of such
Indemnified Person. "Indemnified Person" shall mean each member of the Board,
the Administrator, each member of the Committee and each other employee of any
Employer who is allocated fiduciary responsibility hereunder.

(d) NO CONTRACT OF EMPLOYMENT INTENDED. The granting of any rights to an
Eligible Employee under this Plan shall not constitute an agreement or
understanding, express or implied, on the part of any Employer, to employ such
Eligible Employee for any specified period.

(e) GOVERNING LAW. The Plan shall be governed by and construed in accordance
with the laws of the State of Maryland, except to the extent that federal law
shall be deemed to apply.

(f) SEVERABILITY OF PROVISIONS. If any provision of this Plan is determined to
be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect the remaining provisions of this Plan, but
such invalid, illegal or unenforceable provisions shall be fully severable, and
the Plan shall be construed and enforced as if such provision had never been
inserted herein.

(g) NO LIABILITY. Neither the Company, its directors, officers, employees, or
agents, the Committee, the Administrator nor any Affiliate which is in existence
or hereafter comes into existence, shall be liable to any Participant or other
person if it is determined for any reason by the Internal Revenue Service or any
court having jurisdiction that the Plan does not qualify under Section 423 of
the Code.

(h) SUCCESSORS AND ASSIGNS. The Plan shall be binding upon the Company's
successors and assigns.

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