Exhibit 10(d)

SANDY SPRING BANK DIRECTORS’ DEFERRED FEE PLAN

Amended and Restated January 1, 2009 Purpose

The purpose of this Sandy Spring Bank Directors’ Deferred Fee Plan (the “Plan”) is to provide a deferred compensation opportunity to directors of Sandy Spring Bank (the “Bank”). The Plan is intended to be unfunded for tax purposes and to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This Plan is also the successor to certain Directors’ Fee Deferral Agreements previously entered into with certain directors (collectively referred to as the “Prior Agreements”). Specifically, this document (the “409A Program”) amends and restates the Prior Agreements, effective as of January 1, 2005, and it sets forth the terms of the Prior Agreements that are applicable to deferrals that are subject to Section 409A of the Code, i.e., deferrals (and earnings thereon) credited after December 31, 2004. Other deferrals (i.e., deferrals prior to December 31,2004) under the Non-Qualified Deferred Compensation Agreements shall be governed by separate documents that set forth the terms of the pre-409A terms.

Article 1 Definition

Whenever used in this Plan, the following words and phrases shall have the meanings specified:

Bank means Sandy Spring Bank.

Change in Control means a “change in ownership,” a “change in effective control” or a “change in ownership of a substantial portion of assets,” as such terms are defined for purposes of Section 409A of the Code.

Code means the Internal Revenue Code of 1986, as amended.

Director means a member of the Board of Directors of the Bank.

Deferral Account means the Bank’s accounting of the Participant’s accumulated Deferrals plus accrued earnings.

Deferral Election Form means the Form attached as Exhibit 1.

Deferrals means the amount of Fees that a Participant elects to defer according to this Plan.

Fees means the total director fees payable to a Director. Participant means Director who participates in the Plan. Effective Date means January 1, 2005.

Plan Year means the calendar year.

Separation from Service means, the Participant’s death or the effective date of the Participant’s “Separation from Service” within the meaning of Section 409A of the Code.

Article 2 Deferral Election

2.1 Timing of Election; Deferral Amount. A Participant shall make a deferral election under the Plan by filing with the Bank a signed Deferral Election Form within the deadlines established by the Bank, provided that, except as provided below, in no event shall such an election be made after the last day of the Plan Year preceding the Plan Year in which the services giving rise to the Fees to be deferred are to be performed. A Participant may elect to defer up to one hundred (100) percent of Fees expected to be earned during a Plan Year.

2.2 First Year of Eligibility; Deferral of Bonuses. Notwithstanding Section 2.1 of the Plan, if and to the extent permitted by the Bank, in the case of the first Plan Year in which a Participant becomes eligible to participate in the Plan, the Participant may make a deferral election at times other than those permitted above, provided that such election is made no later than thirty (30) days after the date the Participant becomes eligible to participate in the Plan. Such election will apply only with respect to Fees attributable to services performed after the date the election is made.

2.3 Election Changes. A Participant may not change his or her deferral election that is in effect for a Plan Year, unless permitted by the Bank in compliance with Section 409A of the Code.

2.4 Validity of Elections. The Bank reserves the right to determine the validity of all deferral elections made under the Plan in accordance with the requirements of applicable law, including Section 409A of the Code. If the Bank, in its sole discretion, determines that an election is not valid under applicable law, the Bank may treat the deferral election as null and void, and cause the Bank to pay Compensation to the affected Participant without regard to the Participant’s deferral election. By way of example and not limitation, if the Bank determines that a deferral election should have been made at a time that is earlier than the time it is actually made (even if such election would otherwise comply with the terms of the Plan), the Bank will have the right to disregard such election and to have the Bank pay the Compensation to the affected Participant without regard to the Participant’s deferral election.

Article 3 Deferral Account

3.1 Establishing and Crediting. The Bank shall establish a Deferral Account on its books for each participating Participant and shall credit to the Deferral Account the following amounts:

3.1.1 Deferrals. The Fees deferred by the Participant as of the time the Fees would have otherwise been paid to the Participant.

3.1.2. Interest. Interest is to be accrued on the account balance at a rate of interest that is equal to 120% of the long-term Applicable Federal Rate, adjusted monthly, as published each month by the Internal Revenue Service and available at www.irs.gov. 1

3.2 Statement of Accounts. The Bank shall provide to the Participant, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the Deferral Account balance as of the end of such Plan Year.

3.3 Accounting Device Only. The Deferral Account is solely a device for measuring amounts to be paid under this Plan. The Deferral Account is not a trust fund of any kind. The Participant is a general unsecured creditor of the Bank for the payment of benefits. The benefits represent the mere

1 As amended by resolution of the board of directors on February 25, 2009.

promise of the Bank to pay such benefits. The Participant’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Participant’s creditors.

Article 4 Payment of Benefits

4.1 Separation from Service Benefit. Upon Separation from Service for any reason, the Bank shall pay to the Participant the benefit described in this Section 4.1 in lieu of any other benefit under the Plan.

4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the Deferral Account balance at the Participant’s Separation from Service.

4.1.2 Payment of Benefit. The Bank shall pay the benefit under this Section 4.1 to the Participant on the Bank’s first payroll date after the six month anniversary of the Participant’s Separation from Service.

4.2 Change of Control Benefit. Upon a Change in Control, the Bank shall pay to the Participant the benefit described in this Section 4.2.

4.2.1 Amount of Benefit. The benefit under this Section 4.2 is the Deferral Account balance at the Change of Control.

4.2.2 Payment of Benefit. The Bank shall pay the benefit under this Section 4.2 to the Participant in a lump sum within ten (10) days following a change in control.

4.3 Death During Active Service. If the Participant dies while in active service of the Bank, the Bank shall pay to the participant’s beneficiary the benefit described in this Section 4.3.

4.3.1 Amount of Benefit. The benefit under this Section 4.3 is the Deferral Account balance at the date of the Participant’s death.

4.3.2 Payment of Benefit. The Bank shall pay the benefit to the beneficiary in a single lump sum payment within sixty (60) days of the Participant’s death.

4.4 Unforeseeable Emergency Distribution. Upon the Bank’s determination (following petition by the Participant) that the Participant has suffered an unforeseeable emergency as described below, the Bank shall (i) terminate the then effective deferral election of the Participant to the extent permitted under Section 409A of the Code, and (ii) distribute to the Participant all or a portion of the Deferral Account balance as determined by the Bank, but in no event shall the distribution be greater than the amount determined by the Bank that is necessary to satisfy the unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which the unforeseeable emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of assets would not itself cause severe financial hardship); provided, however, that such distribution shall be permitted solely to the extent permitted under Section 409A of the Code. For purposes of this Section, “unforeseeable emergency” means a severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse or a dependent (as defined in Section 152(a) of the Code) of the Participant, (b) a loss of the Participant’s property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, each as determined to exist by the Bank.

Article 5

Claims and Review Procedures

5.1 Claims Procedure. The Bank shall notify any person or entity that makes a claim against the Agreement (the “Claimant”) in writing within ninety (90) days of Claimant’s written application for benefits, of his or her eligibility or non-eligibility for benefits under the Agreement. If the Bank determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim and a description of why it is needed and (4) an explanation of the Agreement’s claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Bank determines that there are special circumstances requiring additional time to make a decision, the Bank shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to ninety (90) days.

5.2 Review Procedure. If the Claimant is determined by the Bank not to be eligible for benefit, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Bank by filing a petition for review with the Bank within sixty (60) days after receipt of the notice issued by the Bank. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Bank of the petition, the Bank shall afford the Claimant (and counsel, if any) an opportunity to present his of her position to the Bank verbally or in writing, and the Claimant (or counsel) shall have the tight to review the pertinent documents. The Bank shall notify the Claimant of its decision in writing within the 60-day period stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the 60- day period is not sufficient, the decision may be deferred for up to another sixty (60) days at the election of the Bank, but notice of this deferral shall be given to the Claimant.

Article 6 Amendments and Termination

6.1 Termination. Although the Bank anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Bank will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Bank reserves the right to discontinue its sponsorship of the Plan and/or to terminate the Plan at any time with respect to any or all of the Participants, by action of its full Board of Directors. The termination of the Plan shall not adversely affect any Participant’s or beneficiary’s right to receive the payment of any benefits under the Plan as of the date of termination, including the right of the Participant or beneficiary to be paid Plan benefits accrued through the date of termination in accordance with the Plan terms and the Participant’s distribution elections in effect at the time of termination.

6.2 Amendment. The Bank may, at any time, amend or modify the Plan in whole or in part, by action of its full Board of Directors; provided, however, that no amendment or modification shall be effective to decrease or restrict the rights of a Participant is his or her Deferral Account in existence at the time the amendment or modification is made, including the right to be paid Plan benefits accrued through the date of the amendment or modification in accordance with the Plan terms and the Participant’s distribution elections in effect at the time of the amendment or modification.

Article 7 Miscellaneous

7.1 Binding Effect. This Plan shall bind each participating Participant and the Bank and their respective beneficiaries, survivors, executors, administrators and transferees.

7.2 No Guarantee of Service. This Plan is not a contract for service. It does not give a Participant the right to remain in the service of the Bank, nor does it interfere with the Bank’s right to replace a Participant. It also does not require a Participant to remain in the service of the Bank nor interfere with the Participant’s right to terminate service at any time.

7.3 Non-Transferability. Benefits under this Plan cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

7.4 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Plan.

7.5 Applicable Law. The Plan and all rights hereunder shall be governed by the laws of Maryland, except to the extent preempted by federal law.

7.6 Unfunded Arrangement. Each Participant and any beneficiary of such Participant are general unsecured creditors of the Bank for the payment of benefits under this Plan. The benefits represent the mere promise by the Bank to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on a Participant’s life is a general asset of the Bank to which the Participant and the Participant’s beneficiary have no preferred or secured claim.

7.7 Reorganization. The Bank shall not merge or consolidate into or with another entity, or reorganize, or sell substantially all of its assets to another entity, firm, or person unless such succeeding or continuing entity, firm, or person agrees to assume and discharge the obligations of the Bank under this Plan. Upon the occurrence of such event, the term “Bank” as used in this Plan shall be deemed to refer to the successor or survivor entity.

7.8 Entire Agreement. This Plan constitutes the entire agreement between the Bank and a participating Participant as to the subject matter hereof. No rights are granted to a Participant by virtue of this Plan other than those specifically set forth herein.

7.9 Administration. The Board of Directors of the Bank shall have powers which are necessary to administer this Plan, including but not limited to:

(a) Interpreting the provisions of the Plan;

(b) Establishing and revising the method of accounting for the Plan;

(d) Establishing rules and prescribing any forms necessary or desirable to administer the Plan.

7.10 Prohibited Acceleration/Distribution Timing. This Section shall take precedence over any other provision of the Plan to the contrary. No provision of this Plan shall be followed if following the provision would result in the acceleration of the time or schedule of any payment from the Plan (i) as would require income tax to a Participant prior to the date on which the amount is distributable to or on behalf of the Participant under

Article 4 or (ii) which would result in penalties to the Participant under

Section 409A of the Code. In addition, if the timing of any distribution election would result in any tax or other penalty (other than ordinarily payable Federal, state or local income or payroll taxes), which tax or penalty can be avoided by payment of the distribution at a later time, then the distribution shall be made (or commence, as the case may be) on (or as soon as practicable after) the first date on which such distributions can be made (or commence) without such tax or penalty.

7.11 Aggregation of Employers. To the extent required under Section 409A of the Code, if the Bank is a member of a controlled group of corporations or a group of trades or business under common control (as described in Section 414(b) or (c) of the Code), all members of the group shall be treated as a single employer for purposes of whether there has occurred a Separation from Service and for any other purposes under the Plan as Section 409A of the Code shall require.

7.12 Designation of Beneficiary(ies). Each Participant shall have the right to designate a beneficiary or beneficiaries (including contingent beneficiaries) to receive any benefits payable upon the death of a Participant. No such designation shall be effective unless completed and submitted in accordance with rules and procedures established by the Bank for this purpose. In the absence of an effective beneficiary designation, the Participant’s designated beneficiary shall be assumed to be the Participant’s surviving spouse or, if none, the Participant’s estate.

7.13 Special Transition Rule for Certain Participants. This Plan is also intended as the successor to the Prior Agreements (for amounts deferred after December 31, 2004). The opening Deferral Account balance of each such Participant who participates in this Plan shall be equal to the Participant’s account balance under the Prior Agreement as of the date immediately preceding the Effective Date. Accordingly, a Participant’s first deferral election under this Plan, if any, shall be for the Plan Year ending December 31, 2009.

7.14 Compliance with Section 409A of the Code. Despite any contrary provision of this Agreement, if, when a Participant’s service terminates, the Participant is a “specified employee,” as defined in Section 409A of the Code, and if any payments under this Plan will result in additional tax or interest to the Participant because of Section 409A of the Code, the Participant shall not be entitled to the such payments until the earliest of (i) the date that is at least six months after termination of the Participant’s employment for reasons other than the Participant’s death, (ii) the date of the Participant’s death, or (iii) any earlier date that does not result in additional tax or interest to the Participant under Section 409A of the Code. If any provision of this Agreement would subject the Participant to additional tax or interest under Section 409A of the Code, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Participant to additional tax or interest.

EXHIBIT 1

SANDY SPRING BANK DIRECTORS’ DEFERRED FEE PLAN

DEFERRAL ELECTION FORM

Deadline for Completion:

PARTICIPANT INFORMATION (Please Print)

Name: Social Security Number: Address: Telephone Number:

ELECTION TO DEFER

I hereby elect to reduce my Compensation to be earned during the period January 1, , through December 31, , by the percentage(s) and/or amount(s) indicated below. I understand that the amount indicated below will be credited to my Deferral Account under the Plan.

Bank Board Fees: (up to 100%)

I acknowledge that I have been offered an opportunity to participate in the Plan. I will participate in the Plan in accordance with my elections on this form.

I understand that any election under this Plan is subject to all of the applicable terms of the Plan. I acknowledge that the election made herein will continue until the end of the above indicated calendar year, unless subsequently changed by me, pursuant to rules contained in the Plan. I hereby acknowledge

(a) that my Plan benefits are subject to the claims of the Bank’s creditors should the Bank become bankrupt or insolvent, and (b) that a copy of the Plan document and has been provided to me. All capitalized terms not defined in this Deferral Election Form shall have the same meaning as indicated in the Plan.

Date: Signature:

EXHIBIT 2

SANDY SPRING BANK DIRECTORS’ DEFERRED FEE PLAN

BENEFICIARY DESIGNATION

PARTICIPANT INFORMATION (Please Print)

Name: Social Security Number: Address: Telephone Number:

BENEFICIARY DESIGNATION

I hereby revoke any prior designations of death benefit beneficiary/ies under the Plan, and I hereby designate the following beneficiary/ies to receive any benefit payable on account of my death under the Plan, subject to my right to change this designation and subject to the terms of the Plan:

A. Primary Beneficiary/ies

Name/Address/Telephone

Relationship to Participant

% of Plan Benefit Date of Birth

Social Security Number

B. Contingent Beneficiary/ies (Will receive indicated portions of Plan benefit if no Primary Beneficiary/ies survive the Participant)

Name/Address/Telephone

Relationship to Participant

% of Plan Benefit Date of Birth

Social Security Number

I acknowledge that I have been given a copy of the Plan and I agree that the above elections and designations are subject to all of the terms of the Plan. All capitalized terms not defined in this Benefit Election Form shall have the same meaning as indicated in the Plan.

Date: Signature: