Sandy Spring Bancorp Reports Third Quarter Results


OLNEY, Md., Oct. 22, 2009 (GLOBE NEWSWIRE) -- Sandy Spring Bancorp, Inc. (Nasdaq:SASR), the parent company of Sandy Spring Bank, today announced a net loss available to common shareholders for the third quarter of 2009 of $14.8 million (($.90) per diluted share) compared to net income of $5.4 million ($.33 per diluted share) for the third quarter of 2008 and a net loss available to common shareholders of $1.5 million (($.09) per diluted share) for the second quarter of 2009. The loss in the third quarter of 2009 was primarily a result of a $34.5 million provision for loan and lease losses.

Net loss available to common shareholders for the nine-month period ending September 30, 2009 totaled $15.2 million (($.93) per diluted share) compared to net income of $19.2 million ($1.17 per diluted share) for the prior year period. The results for the year-to-date include a provision for loan and lease losses totaling $55.7 million for the first nine months of 2009 and an FDIC special assessment charge of $1.7 million which was recognized in the second quarter of 2009.

"Our results for the quarter declined largely due to a higher provision for loan losses. The main drivers of the higher reserve were: increased non-performing loans as a result of risk-rating downgrades to a combination of previously identified problem credits plus a few newly identified credits; reserve adjustments based on historical experience; and a higher level of overall charge-offs, primarily related to our residential real estate development portfolio. This is logical as we move from the earlier phase where we were focused on identifying problem credits to aggressively managing these credits toward their ultimate resolution," said Daniel J. Schrider, president and chief executive officer.

"Total loan balances continued to decline for the first nine months of 2009 compared to 2008 due to soft demand and more conservative underwriting standards. Residential mortgage lending continues to be a bright spot as we closed over $320 million in residential mortgage loans during the first nine months of the year compared to $197 million in the first nine months of last year.

"We have retained a large majority of the deposit growth we experienced earlier in the year. This resulted from our 'high-touch' strategy to capitalize on market disruption opportunities resulting from several recent local mergers. Our efforts have produced new multi-product customer relationships that we plan to rely upon for the long term to fund future loan growth as the economy recovers.

"Additionally, our investment portfolio has grown to nearly $1 billion as we have prudently invested the proceeds of our proactively acquired deposit growth primarily into U. S. government agency instruments. Through conservative and careful asset management, we have experienced no realized losses in the portfolio during the recent economic downturn," said Schrider.

Third Quarter Highlights:



 *   The provision for loan and lease losses totaled $34.5 million for
     the quarter compared to $6.5 million for the third quarter of
     2008 and $10.6 million for the second quarter of 2009. The
     provision was due to continued internal risk rating downgrades,
     charge-offs and additional specific reserves primarily related to
     loans in the residential real estate development portfolio.

 *   The net interest margin was 3.27% for the third quarter compared
     to 4.02% for the third quarter of 2008 and 3.11% for the second
     quarter of 2009.

 *   Noninterest expenses increased 5% for the quarter compared to the
     third quarter of 2008 and decreased 1% versus the second quarter
     of 2009. Excluding the FDIC special assessment charge of $1.7
     million in the second quarter, noninterest expenses increased 5%
     compared to the second quarter of 2009.

 *   Customer funding sources, comprised of deposits and other
     short-term borrowings from core customers, increased 19% compared
     to the balance at September 30, 2008, and also increased 1% over
     the balance at June 30, 2009. These increases were due primarily
     to growth in the Company's Premier money market savings product
     and growth in noninterest-bearing deposits.

Review of Balance Sheet and Credit Quality

Comparing September 30, 2009 balances to September 30, 2008, total assets increased 13% to $3.6 billion. Asset growth was reflected primarily in increases of 135% in investments and 18% in cash and cash equivalents. This growth was due mainly to a 19% increase in deposits. Total loans and leases decreased 6% to $2.3 billion compared to the prior year. This decrease in loans was due mainly to a net 15% decrease in residential mortgage and residential construction loans. Total loans decreased 2% compared to the second quarter of 2009.

Customer funding sources, which include deposits plus other short-term borrowings from core customers, increased 19% to $2.8 billion at September 30, 2009 compared to the prior year. Such customer funding sources also increased 1% compared to the second quarter of 2009. These increases were due primarily to growth resulting from the Company's Premier money market account as well as growth in noninterest-bearing deposits.

Stockholders' equity totaled $380.6 million at September 30, 2009, and represented 10.5% of total assets, compared to 10.0% at September 30, 2008. At September 30, 2009 the Company had a total risk-based capital ratio of 13.23%, a tier 1 risk-based capital ratio of 11.96% and a tier 1 leverage ratio of 9.31% which were all above amounts needed in order to be categorized as "well capitalized" for regulatory purposes.

The provision for loan and lease losses totaled $34.5 million for the third quarter of 2009 compared to $6.5 million for the third quarter of 2008 and $10.6 million for the second quarter of 2009. As discussed above, these increases were primarily due to internal risk rating downgrades, charge-offs and additional specific reserves primarily related to loans in the residential real estate development portfolio.

Loan charge-offs, net of recoveries totaled $29.8 million for the third quarter of 2009 compared to net charge-offs of $1.7 million for the third quarter of 2008 and net charge-offs of $12.1 million for the second quarter of 2009. The allowance for loan and lease losses represented 2.70% of outstanding loans and leases and 44% of non-performing loans at September 30, 2009 compared to 2.44% of outstanding loans and leases and 42% of non-performing loans at June 30, 2009 and 1.54% of outstanding loans and leases and 57% of non-performing loans at September 30, 2008.

Non-performing assets totaled $150.2 million at September 30, 2009 compared to $68.4 million at September 30, 2008 and $146.3 million at June 30, 2009. The increase over the prior year was due primarily to $80.9 million in problem residential real estate development loans which was somewhat offset by charge-offs on existing credits. The increase over the second quarter of 2009 was due primarily to the net effect of adding existing problem credits to nonperforming status.

Income Statement Review

Comparing the third quarter of 2009 and 2008, net interest income decreased by $1.7 million, or 6%, due primarily to the decline in loan demand caused by the current state of the economy. This required the Company to invest the funds generated from deposit growth in investment securities with lower comparative yields thus exerting downward pressure on the net interest margin. Net interest income for the quarter was also negatively affected by the growth in nonperforming loans discussed above. These factors produced a net interest margin decrease to 3.27% in 2009 from 4.02% in 2008.

Noninterest income decreased 2% to $10.7 million in the third quarter of 2009 as compared to $10.9 million in the third quarter of 2008. Service charges on deposit accounts decreased $0.4 million or 13% due primarily to lower overdraft fees. Fees on sales of investment products decreased $0.1 million or 10% compared to the third quarter of 2008 due primarily to a decline in assets under management. In addition, insurance agency commissions decreased $0.2 million or 18% due to the overall effect of the current economy. Other noninterest income also decreased $0.2 million or 12% compared to the third quarter of 2008 due largely to losses on sales of other real estate owned. These decreases were somewhat offset by an increase in gains on sales of mortgage loans of $0.6 million or 155% due largely to higher mortgage refinancing volumes reflecting market conditions.

Noninterest expenses were $26.6 million in the third quarter of 2009 compared to $25.3 million in the third quarter of 2008, an increase of $1.3 million or 5%. This increase was due in large part to an increase of $0.7 million in FDIC insurance expense resulting primarily from higher assessment rates and increased deposit balances. Salaries and benefits expenses increased $2.5 million or 21% due largely to a pre-tax pension credit recognized in the third quarter of 2008. Excluding this credit, salaries and benefits expenses increased $1.0 million or 7%. Occupancy and equipment expenses decreased $0.1 million or 3% compared to the third quarter of 2008. Other noninterest expenses increased $0.7 million or 19% due primarily to higher legal fees necessary to manage nonperforming loan credits and to losses on valuation of loan swaps.

Comparing the first nine months of 2009 and 2008, net interest income decreased by $5.9 million, or 7% due primarily to the downward pressure on the net interest margin resulting from the lack of loan demand which caused the Company to invest the funds generated by the growth in deposits into investment securities which carry a lower yield as mentioned above. Net interest income for the year-to-date was also negatively affected by the growth in nonperforming loans mentioned above. These factors produced a net interest margin decrease to 3.25% in 2009 from 3.99% in 2008.

Noninterest income decreased 5% to $33.7 million for the first nine months of 2009 as compared to $35.3 million in 2008. Service charges on deposit accounts decreased $0.9 million or 10% due primarily to lower overdraft fees while insurance agency commissions decreased $0.6 million or 12%. Fees on sales of investment products decreased $0.5 million or 19% and trust and investment management fees declined $0.2 million or 3%, both of which were due primarily to a decline in assets under management. These decreases were somewhat offset by an increase in gains on sales of mortgage loans of $1.0 million or 59% due largely to higher mortgage refinancing volumes reflecting market conditions. Other noninterest income also increased $0.1 million or 2% compared to 2008.

Noninterest expenses were $77.7 million for the first nine months of 2009 compared to $74.9 million in 2008, an increase of $2.8 million or 4%. This increase was due primarily to an increase of $3.7 million in FDIC insurance expense which includes a one time special assessment in the second quarter by the FDIC of $1.7 million. Excluding the 2009 FDIC special assessment, a $2.3 million goodwill impairment charge and a $1.5 million pre-tax pension credit in 2008, noninterest expenses increased $1.9 million or 3% over 2008. Salaries and benefits expenses increased $1.7 million or 4%, while marketing expenses decreased $0.1 million or 8% and expenses for outside data services decreased $0.6 million or 17% compared to the first nine months of 2008.

Conference Call

The Company's management will host a conference call to discuss its third quarter results today at 2:00 P.M. (ET). A live Web cast of the conference call is available through the Investor Relations' section of the Sandy Spring Web site at www.sandyspringbank.com. Participants may call 800-765-0709. A password is not necessary. Visitors to the Web site are advised to log on 10 minutes ahead of the scheduled start of the call. An internet-based replay will be available at the Web site until 12:00 midnight (ET) November 21, 2009. A telephone voice replay will also be available during that same time period at 888-203-1112. Please use pass code #7548411 to access.

About Sandy Spring Bancorp/Sandy Spring Bank

With $3.6 billion in assets, Sandy Spring Bancorp is the holding company for Sandy Spring Bank and its principal subsidiaries, Sandy Spring Insurance Corporation, The Equipment Leasing Company and West Financial Services, Inc. Sandy Spring Bancorp is the largest publicly traded banking company headquartered and operating in Maryland. Sandy Spring is a community banking organization that focuses its lending and other services on businesses and consumers in the local market area. Independent and community-oriented, Sandy Spring Bank was founded in 1868 and offers a broad range of commercial banking, retail banking and trust services through 42 community offices in Anne Arundel, Carroll, Frederick, Howard, Montgomery, and Prince George's counties in Maryland, and Fairfax and Loudoun counties in Virginia. Through its subsidiaries, Sandy Spring Bank also offers a comprehensive menu of leasing, insurance and investment management services. Visit www.sandyspringbank.com to locate an ATM near you or for more information about Sandy Spring Bank.

The Sandy Spring Bancorp, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4138

Forward-Looking Statements

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

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

Sandy Spring Bancorp's forward-looking statements are subject to the following principal risks and uncertainties: general economic conditions and trends, either nationally or locally; conditions in the securities markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment products and other financial services; changes in real estate values; changes in the quality or composition of the Company's loan or investment portfolios; changes in competitive pressures among financial institutions or from non-financial institutions; the Company's ability to retain key members of management; changes in legislation, regulations, and policies; and a variety of other matters which, by their nature, are subject to significant uncertainties. Sandy Spring Bancorp provides greater detail regarding some of these factors in its Form 10-K for the year ended December 31, 2008, including in the Risk Factors section of that report, and in its other SEC reports. Sandy Spring Bancorp's forward-looking statements may also be subject to other risks and uncertainties, including those that it may discuss elsewhere in this news release or in its filings with the SEC, accessible on the SEC's Web site at www.sec.gov.



 Sandy Spring Bancorp, Inc. and Subsidiaries
 FINANCIAL HIGHLIGHTS (Unaudited)
             
                  
 (Dollars in   Three Months Ended            Nine Months Ended
  thousands,      September 30,                 September 30,      
  except per   -------------------    %      -------------------    %    
  share data)    2009        2008   Change    2009         2008  Change
 -----------   -------     -------  ------   -------     ------- ------
 Profitability for the period:
  Net interest 
   income      $26,402     $28,087   (6)%    $75,875     $81,785    (7)%
  Provision                                           
   for loan                                           
   and lease                                          
   losses       34,450       6,545   --       55,678      15,401    --
  Non-                                                
   interest                                           
   income       10,662      10,879   (2)      33,666      35,270    (5)
  Non-                                                
   interest                                           
   expenses     26,567      25,267    5       77,675      74,856     4
  Income                                              
   (loss)                                             
   before                                             
   income                                             
   taxes       (23,953)      7,154   --      (23,812)     26,798  (189)
  Net                                                 
   income                                             
   (loss)      (13,574)      5,359   --      (11,637)     19,215  (161)
  Net                                                 
   income                                             
   (loss)                                             
   available                                          
   to common                                          
   stock-                                             
   holders    $(14,779)    $ 5,359   --     $(15,244)    $19,215  (179)
  Return on                                           
   average                                            
   assets(1)     (1.62)%      0.67%           (0.58)%       0.82%
  Return on                                           
   average                                            
   common                                             
   equity(1)    (19.01)%      6.64%           (6.59)%       8.04%
  Net                                                 
   interest                                           
   margin         3.27 %      4.02%            3.25 %       3.99%
  Efficiency                                          
   ratio                                              
   - GAAP*       71.68 %     64.84%           70.91 %      63.95%
  Efficiency                                          
   ratio -                                            
   Non-GAAP*     66.49 %     58.27%           66.07 %      59.06%
                                                      
 Per share                                            
  data:                                               
  Basic net                                           
   income                                             
   (loss)      $ (0.83)     $ 0.33   --%      $(0.71)     $ 1.18  (160)%
  Basic net                                           
   income                                             
   (loss)                                             
   per                                                
   common                                             
   share         (0.90)       0.33   --        (0.93)       1.18  (179)
  Diluted                                             
   net                                                
   income                                             
   (loss)        (0.83)       0.33   --        (0.71)       1.17  (161)
  Diluted                                             
   net                                                
   income                                             
   (loss)                                             
   per                                                
   common                                             
   share         (0.90)       0.33   --        (0.93)       1.17  (179)
  Dividends                                           
   declared                                           
   per                                                
   common                                             
   share          0.12        0.24  (50)        0.36        0.72   (50)
  Book                                                
   value                                              
   per                                                
   common                                             
   share         18.25       19.51   (6)       18.25       19.51    (6)
  Average                                             
   fully                                              
   diluted                                            
   shares   16,496,480  16,418,588        16,438,691  16,419,180
                                                      
 At period-end:                                       
  Assets    $3,632,391  $3,195,117   14%  $3,632,391  $3,195,117    14%
  Total                                               
   loans and                                        
   leases    2,334,282   2,482,418   (6)   2,334,282   2,482,418    (6)
  Investment
   securities  980,446     417,935  135      980,446     417,935   135
  Deposits   2,683,487   2,248,812   19    2,683,487   2,248,812    19
  Stock-
   holders'
   equity      380,571     319,700   19      380,571     319,700    19
 
 Capital
  ratios:
  Tier 1 
   leverage       9.31%       8.76%             9.31%       8.76%
  Tier 1                                    
   capital                                  
   to risk-                                 
   weighted                                 
   assets        11.96%       9.73%            11.96%       9.73%
  Total                                     
   regulatory                               
   capital                                  
   to risk-                                 
   weighted                                 
   assets        13.23%      10.98%            13.23%      10.98%
  Tangible                                  
   common                                   
   equity to                                
   tangible                                 
   assets**       6.07%       7.55%             6.07%       7.55%
  Average                                   
   equity to                                
   average                                  
   assets        10.79%      10.14%            11.15%      10.21%
                                            
 Credit 
  quality 
  ratios:                     
  Allowance
   for loan                       
   and lease
   losses to
   loans and
   leases         2.70%       1.54%             2.70%       1.54%
  Non-
   performing
   loans
   to total
   loans          6.14%       2.69%             6.14%       2.69%
  Non-
   performing
   assets
   to total
   assets         4.14%       2.14%             4.14%       2.14%
  Annualized
   net 
   charge
   -offs to 
   average
   loans and
   leases         5.00%       0.28%             2.38%       0.12%
  
  (1) Calculation utilizes net income available to common stockholders

  * The GAAP efficiency ratio is noninterest  expenses  divided by net
    interest income plus noninterest income from the  Consolidated
    Statements of Income. The traditional, non-GAAP efficiency  ratio
    excludes  intangible asset amortization, the goodwill impairment
    loss and the pension prior servcie  credit from noninterest 
    expenses; excludes securities gains from noninterest income; and
    adds the tax-equivalent adjustment to net interest income. See the
    Reconciliation Table included with these Financial Highlights.

  **The tangible common equity to tangible assets ratio is a non-GAAP
    ratio that divides assets  excluding intangible assets into
    stockholders' equity after deducting intangible assets, other 
    comprehensive losses and preferred stock. See the Reconciliation
    Table included with these Financial Highlights.



 Sandy Spring Bancorp, Inc. and Subsidiaries
 RECONCILIATION TABLE


                 Three Months Ended             Nine Months Ended
                     September 30,                September 30,
              --------------------------    --------------------------
 (Dollars in 
  thousands)      2009          2008           2009           2008
 ------------ -----------    -----------    -----------    -----------
 GAAP 
  efficiency 
  ratio:
 Noninterest
   expenses      $ 26,567       $ 25,267       $ 77,675       $ 74,856
 Net interest                                              
  income plus                                              
  noninterest                                              
   income          37,064         38,966        109,541        117,055
 Efficiency                                                
  ratio-GAAP       71.68%         64.84%         70.91%         63.95%
                                                           
 Non-GAAP                                                  
  efficiency                                               
  ratio:                                                   
 Noninterest                                               
  expenses       $ 26,567       $ 25,267       $ 77,675       $ 74,856
 Less non-                                                 
  GAAP                                                     
  adjustment:                                              
 Amortization                                              
   of                                                      
   intangible                                              
   assets           1,048          1,103          3,150          3,344
  Goodwill                                                 
   impairment                                              
   loss                --          2,250             --          2,250
 Plus non                                                  
  -GAAP                                                    
  adjustment:                                              
  Pension                                                  
   prior                                                   
   service                                                 
   credit              --          1,473             --          1,473
              -----------    -----------    -----------    -----------
  Noninterest                                              
   expenses                                                
   as                                                      
   adjusted      $ 25,519       $ 23,387       $ 74,525       $ 70,735
              ===========    ===========    ===========    ===========
 
 Net interest
  income plus
  noninterest
  income         $ 37,064       $ 38,966      $ 109,541      $ 117,055
 Plus non                                                  
  -GAAP                                                    
  adjustment:                                              
  Tax-                                                     
   equivalent                                              
   income           1,331          1,180          3,463          3,381
 Less non                                                  
  -GAAP                                                    
  adjustments:                                             
  Securities                                               
  gains                                                    
  (losses)             15              9            207            662
              -----------    -----------    -----------    -----------
 Net interest                                              
  income plus                                              
  noninterest                                              
  income - as                                              
  adjusted       $ 38,380       $ 40,137      $ 112,797      $ 119,774
              ===========    ===========    ===========    ===========
                                                           
 Efficiency                                                
  ratio-                                                 
  Non-GAAP          66.49%         58.27%         66.07%         59.06%
 
 Tangible 
  common 
  equity 
  ratio:
 Total
  stock-
  holders'
  equity        $ 380,571      $ 319,700      $ 380,571      $ 319,700
  Accumulated
   other
   compre-
   hensive
   loss               310          3,875            310          3,875
  Goodwill        (76,816)       (75,701)       (76,816)       (75,701)
  Other   
   intangible
   assets, net     (9,033)       (13,286)        (9,033)       (13,286)
  Preferred 
   stock          (79,930)            --        (79,930)            --
              -----------    -----------    -----------    -----------
 Tangible 
  common
  equity        $ 215,102      $ 234,588      $ 215,102      $ 234,588
              ===========    ===========    ===========    ===========

 Total assets $ 3,632,391    $ 3,195,117    $ 3,632,391    $ 3,195,117
  Goodwill        (76,816)       (75,701)       (76,816)       (75,701)
  Other
   intangible
   assets, net     (9,033)       (13,286)        (9,033)       (13,286)
              -----------    -----------    -----------    -----------
 Tangible 
  assets      $ 3,546,542    $ 3,106,130    $ 3,546,542    $ 3,106,130
              ===========    ===========    ===========    ===========
 Tangible 
  common
  equity ratio       6.07%          7.55%          6.07%          7.55%



 Sandy Spring Bancorp, Inc. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS


                                     (Unaudited)
                                     September 30,          December 31,
                               ------------------------     ----------
 (Dollars in thousands)           2009          2008            2008
 ----------------------        ----------    ----------     ----------
 Assets
   Cash and due from banks       $ 42,079      $ 55,321       $ 44,738
   Federal funds sold               1,271        19,712          1,110
   Interest-bearing                                       
    deposits with banks            45,660           483         59,381
                               ----------    ----------     ----------
     Cash and cash                                         
      equivalents                  89,010        75,516        105,229
   Residential mortgage                                    
    loans held for sale                                    
    (at fair value)                10,926         4,541         11,391
   Investments                                             
    available-for-sale (at                                 
    fair value)                   807,145       206,898        291,727
   Investments                                             
    held-to-maturity --                                   
    fair value of $146,800,                                    
    $181,734 and $175,908,                                 
    respectively                  140,528       178,690        171,618
   Other equity securities         32,773        32,347         29,146
   Total loans and leases       2,334,282     2,482,418      2,490,646
     Less: allowance for                                   
      loan and lease losses      (62,937)       (38,266)       (50,526)
                               ----------    ----------     ----------
       Net loans and leases     2,271,345     2,444,152      2,440,120
   Premises and equipment,                                 
    net                            49,827        52,441         51,410
   Other real estate owned          6,873         1,698          2,860
   Accrued interest                                        
    receivable                     13,325        12,491         11,810
   Goodwill                        76,816        75,701         76,248
   Other intangible assets,                                
    net                             9,033        13,286         12,183
   Other assets                   124,790        97,356        109,896
                               ----------    ----------     ----------
     Total assets              $3,632,391    $3,195,117     $3,313,638
                               ==========    ==========     ==========
                                                           
 Liabilities                                               
   Noninterest-bearing                                     
    deposits                    $ 573,601     $ 468,101      $ 461,517
   Interest-bearing                                       
    deposits                    2,109,886     1,780,711      1,903,740
                               ----------    ----------     ----------
     Total deposits             2,683,487     2,248,812      2,365,257
   Short-term borrowings          491,702       484,595        421,074
   Long-term borrowings             4,263        76,828         66,584
   Subordinated debentures         35,000        35,000         35,000
   Accrued interest payable                                
    and other liabilities          37,368        30,182         33,861
                               ----------    ----------     ----------
     Total liabilities          3,251,820     2,875,417      2,921,776
                                                           
 Stockholders' Equity                                      
   Preferred stock-par                                    
    value $1.00                                           
    (liquidation                                          
    preference of $1,000                                  
    per                                                   
    share) shares authorized                               
    83,094; issued and                                     
    outstanding 83,094 (net                                
    of discount of $3,164,                                 
    $0 and $3,654,                                         
    respectively)                  79,930            --         79,440
                                                           
   Common stock -- par value                               
    $1.00; shares authorized                               
    49,916,906, 50,000,000                                 
    and 49,916,906; shares                                 
    issued and outstanding                                 
    16,470,078, 16,383,671                                 
    and 16,398,523,                                        
    respectively                   16,470        16,384         16,399
   Warrants                         3,699            --          3,699
   Additional paid in capital      87,572        85,065         85,486
   Retained earnings              193,210       222,126        214,410
   Accumulated other                                       
   comprehensive loss                (310)       (3,875)        (7,572)
                               ----------    ----------     ----------
     Total stockholders'                                   
      equity                      380,571       319,700        391,862
                               ----------    ----------     ----------
     Total liabilities and                                 
      stockholders' equity     $3,632,391    $3,195,117     $3,313,638
                               ==========    ==========     ==========
 
   Certain reclassifications of information previously reported have
   been made to conform with current presentation.



 Sandy Spring Bancorp, Inc. and Subsidiaries
 CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


                            Three Months Ended     Nine Months Ended
                               September 30,         September 30,
 (Dollars in thousands,    -------------------   ---------------------
  except per share data)      2009      2008        2009        2008
 -----------------------   --------  ---------   ---------    --------
 Interest Income:
 Interest and fees on
  loans and leases         $ 31,280   $ 37,263    $ 96,579  $ 112,428
 Interest on loans held              
  for sale                      121        100         654        318
 Interest on deposits                
  with banks                     23          6         112         79
 Interest and dividends              
  on securities:                     
   Taxable                    5,947      3,171      13,673      7,749
   Exempt from federal               
  income taxes                1,814      1,409       5,560      6,712
 Interest on federal                 
  funds sold                     --         99           3        529
                          ---------  ---------   ---------    --------
   Total interest income     39,185     42,048     116,581    127,815
                                     
 Interest Expense:                   
 Interest on deposits         8,743      9,325      28,118     32,930
 Interest on short-term              
  borrowings                  3,697      3,544      10,757      9,886
 Interest on long-term               
  borrowings                    343      1,092       1,831      3,214
                          ---------  ---------   ---------    --------
   Total interest expense    12,783     13,961      40,706      46,030
                          ---------  ---------   ---------    --------
 Net interest income         26,402     28,087      75,875      81,785
   Provision for loan               
    and lease losses         34,450      6,545      55,678      15,401
                          ---------  ---------   ---------    --------
   Net interest income
    after provision for
    loan and lease 
    losses                   (8,048)    21,542      20,197      66,384
 Noninterest Income:                                        
 Securities gains                15          9         207         662
 Service charges on                                         
   deposit accounts           2,823      3,249       8,537       9,481
 Gains on sales of                                          
   mortgage loans             1,011        397       2,819       1,772
 Fees on sales of                                           
   investment products          740        820       2,062       2,547
 Trust and investment                                       
   management fees            2,406      2,380       7,063       7,282
 Insurance agency                                           
   commissions                1,048      1,282       4,138       4,725
 Income from bank owned                                     
   life insurance               740        742       2,176       2,183
 Visa check fees                758        727       2,144       2,184
 Other income                 1,121      1,273       4,520       4,434
                          ---------  ---------   ---------    --------
   Total noninterest                                        
    income                   10,662     10,879      33,666      35,270
                                                             
 Noninterest Expenses:                                       
 Salaries and employee                                       
   benefits                  14,411     11,949      41,319      39,574
 Occupancy expense of                                        
   premises                   2,685      2,732       8,008       8,150
 Equipment expenses           1,444      1,515       4,332       4,514
 Marketing                      484        526       1,389       1,511
 Outside data services          987      1,116       2,754       3,319
 FDIC insurance               1,219        480       4,968       1,293
 Amortization of                                             
   intangible assets          1,048      1,103       3,150       3,344
 Goodwill impairment                                         
  loss                          --       2,250          --       2,250
 Other expenses               4,289      3,596      11,755      10,901
                          ---------  ---------   ---------    --------
   Total noninterest                                         
   expenses                  26,567     25,267      77,675      74,856
                          ---------  ---------   ---------    --------
                                                             
 Income (loss) before                                        
   income taxes             (23,953)     7,154     (23,812)     26,798
 Income tax expense                                          
   (benefit)                (10,379)     1,795     (12,175)      7,583
                          ---------  ---------   ---------    --------
   Net income (loss)      $ (13,574) $   5,359   $ (11,637)   $ 19,215
 Preferred stock                                            
  dividends and 
  discount accretion          1,205         --       3,607          --
                          ---------  ---------   ---------    --------
   Net income (loss)
   available to common
   stockholders           $ (14,779) $   5,359   $ (15,244)   $ 19,215
                          ========== =========   ==========   ========
 Per Share Amounts:
 Basic net income (loss)
  per share                 $ (0.83)    $ 0.33     $ (0.71)     $ 1.18
 Basic net income (loss)                                       
  per common share            (0.90)      0.33       (0.93)       1.18
 Diluted net income (loss)                                     
  per share                   (0.83)      0.33       (0.71)       1.17
 Diluted net income (loss)                                     
  per common share            (0.90)      0.33       (0.93)       1.17
 Dividends declared per                                        
  share                        0.12       0.24        0.36        0.72



 Sandy Spring Bancorp, Inc. and Subsidiaries
 HISTORICAL TRENDS - QUARTERLY FINANCIAL DATA (Unaudited)


                                      2009          
                       -----------------------------------
 (Dollars in
  thousands, except
  per share data)           Q3           Q2         Q1     
                       -----------------------------------
 Profitability for
 the quarter:
 Tax-equivalent
  interest income      $   40,516   $   39,791  $   39,737   
 Interest expense          12,783       14,220      13,703   
 Tax-equivalent net                             
  interest income          27,733       25,571      26,034   
   Tax-equivalent                               
    adjustment              1,331        1,123       1,009   
 Provision for loan                             
  and lease losses         34,450       10,615      10,613   
 Noninterest income        10,662       11,030      11,974   
 Noninterest expenses      26,567       26,858      24,250   
 Income (loss) before                           
  income taxes            (23,953)      (1,995)      2,136   
 Income tax expense                             
  (benefit)               (10,379)      (1,715)        (81)  
 Net Income (loss)        (13,574)        (280)      2,217   
 Net Income (loss)                              
  available to common                           
  stockholders         $  (14,779)  $   (1,482) $    1,017   
                       ===================================
                                                
 Financial ratios:                              
 Return on average                              
  assets                    (1.62)%      (0.17)%      0.12%  
 Return on average                              
  common equity            (19.01)%      (1.90)%      1.32%  
 Net interest margin         3.27%        3.11%       3.39%  
 Efficiency ratio -                             
  GAAP *                    71.68%       75.70%      65.54%  
 Efficiency ratio -                             
  Non-GAAP *                66.49%       70.58%      61.29%  
                       ===================================
                                                
 Per share data:                                
 Basic net income                               
  (loss) per share     $    (0.83)  $    (0.02) $     0.14   
 Basic net income                               
  (loss) per common                             
  share                     (0.90)       (0.09)       0.06   
 Diluted net income                             
  (loss) per share          (0.83)       (0.02)       0.13   
 Diluted net income                             
  (loss) per common                             
  share                     (0.90)       (0.09)       0.06   
 Dividends declared                             
  per common share           0.12         0.12        0.12   
 Book value per                                 
  common share              18.25        18.92       19.06   
 Average fully                                  
  diluted shares       16,496,480   16,444,252  16,433,788  1
                       ===================================
                                                
 Noninterest income:                            
 Securities gains      $       15   $       30  $      162   
 Service charges on                             
  deposit accounts          2,823        2,851       2,863   
 Gains on sales of                              
  mortgage loans            1,011          786       1,022   
 Fees on sales of                               
  investment products         740          622         700   
 Trust and investment                           
  management fees           2,406        2,370       2,287   
 Insurance agency                               
  commissions               1,048        1,040       2,050   
 Income from bank                               
  owned life                                    
  insurance                   740          725         711   
 Visa check fees              758          748         638   
 Other income               1,121        1,858       1,541   
   Total noninterest                            
    income             $   10,662   $   11,030  $   11,974   
                       ===================================
                                                
 Noninterest expense:                           
 Salaries and                                   
  employee benefits    $   14,411   $   13,704  $   13,204   
 Occupancy expense of                           
  premises                  2,685        2,548       2,775   
 Equipment expenses         1,444        1,374       1,514   
 Marketing                    484          485         420   
 Outside data                                   
  services                    987          961         806   
 FDIC insurance             1,219        2,790         959   
 Amortization of                                
  intangible assets         1,048        1,047       1,055   
 Goodwill impairment                            
  loss                         --           --          --   
 Other expenses             4,289        3,949       3,517   
   Total noninterest                            
   expense             $   26,567   $   26,858  $   24,250  
                       ===================================


                                             2008
                       -----------------------------------------------
 (Dollars in                                               
  thousands, except                                        
  per share data)           Q4          Q3          Q2          Q1
                       -----------------------------------------------
 Profitability for                                        
 the quarter:                                               
 Tax-equivalent                                             
  interest income      $   42,194   $   43,228  $   42,906  $   45,062
 Interest expense          14,356       13,961      14,726      17,343
 Tax-equivalent net                                         
  interest income          27,838       29,267      28,180      27,719
   Tax-equivalent                                           
    adjustment              1,164        1,180       1,061       1,140
 Provision for loan                                         
  and lease losses         17,791        6,545       6,189       2,667
 Noninterest income        10,973       10,879      11,695      12,696
 Noninterest expenses      27,233       25,267      24,886      24,703
 Income (loss) before                                       
  income taxes             (7,377)       7,154       7,739      11,905
 Income tax expense                                         
  (benefit)                (3,941)       1,795       2,088       3,700
 Net Income (loss)         (3,436)       5,359       5,651       8,205
 Net Income (loss)                                          
  available to common                                       
  stockholders         $   (3,770)  $    5,359  $    5,651  $    8,205
                       ===============================================
                       
 Financial ratios:                                          
 Return on average                                          
  assets                   (0.42)%        0.67%       0.73%       1.07%
 Return on average                                          
  common equity            (4.70)%        6.64%       7.09%      10.45%
 Net interest margin         3.73%        4.02%       3.96%       3.99%
 Efficiency ratio -                                         
  GAAP *                    72.34%       64.84%      64.11%      62.90%
 Efficiency ratio -                                         
  Non-GAAP *                62.41%       58.27%      59.73%      59.18%
                       ===============================================
                                                         
 Per share data:                                            
 Basic net income                                           
  (loss) per share        $ (0.21)  $     0.33  $     0.35  $     0.50
 Basic net income                                           
  (loss) per common                                         
  share                     (0.23)        0.33        0.35        0.50
 Diluted net income                                         
  (loss) per share          (0.21)        0.33        0.34        0.50
 Diluted net income                                         
  (loss) per common                                         
  share                     (0.23)        0.33        0.34        0.50
 Dividends declared                                         
  per common share           0.24         0.24        0.24        0.24
 Book value per                                             
  common share              19.05        19.51       19.56       19.50
 Average fully                                              
  diluted shares       16,434,214   16,418,588  16,427,213  16,407,778
                       ===============================================
                                                           
 Noninterest income:                                        
 Securities gains      $        1   $        9  $       79  $      574
 Service charges on                                         
  deposit accounts          3,297        3,249       3,202       3,030
 Gains on sales of                                          
  mortgage loans              516          397         653         722
 Fees on sales of                                           
  investment products         928          820         905         822
 Trust and investment                                       
  management fees           2,201        2,380       2,505       2,397
 Insurance agency                                           
  commissions               1,183        1,282       1,357       2,086
 Income from bank                                           
  owned life                                                
  insurance                   719          742         727         714
 Visa check fees              691          727         761         696
 Other income               1,437        1,273       1,506       1,655
   Total noninterest                                       
    income             $   10,973   $   10,879  $   11,695  $   12,696
                       ===============================================
                                                           
 Noninterest expense:                                       
 Salaries and                                               
  employee benefits    $   13,441   $   11,949  $   13,862  $   13,763
 Occupancy expense of                                       
  premises                  2,612        2,732       2,619       2,799
 Equipment expenses         1,642        1,515       1,560       1,439
 Marketing                    652          526         488         497
 Outside data                                               
  services                  1,054        1,116       1,081       1,122
 FDIC insurance               458          480         421         392
 Amortization of                                            
  intangible assets         1,103        1,103       1,117       1,124
 Goodwill impairment                                        
  loss                      1,909        2,250          --          --
 Other expenses             4,362        3,596       3,738       3,567
   Total noninterest                                        
   expense             $   27,233   $   25,267  $   24,886  $   24,703
                       ===============================================
                                                            
 * The GAAP efficiency ratio is noninterest expenses divided by net
   interest income plus noninterest income from the Consolidated
   Statements of Income. The traditional, non-GAAP efficiency ratio
   excludes intangible asset amortization, the goodwill impairment loss
   and the pension prior servcie credit from noninterest expenses; 
   excludes securities gains from noninterest income; and adds the 
   tax-equivalent adjustment to net interest income. See the 
   Reconciliation Table included with these Financial Highlights.



 Sandy Spring Bancorp, Inc. and Subsidiaries
 HISTORICAL TRENDS - QUARTERLY FINANCIAL DATA (Unaudited)

                                                   2009
                                   ----------------------------------
 (Dollars in thousands)                 Q3          Q2          Q1
 --------------------------------- ----------------------------------
 Balance sheets at quarter end:
 Residential mortgage loans        $  455,312  $  450,500  $  461,359
 Residential construction loans       115,258     138,923     163,861
 Commercial mortgage loans            873,438     862,315     859,882
 Commercial construction loans        174,052     199,278     222,805
 Commercial loans and leases          314,599     333,025     342,870
 Consumer loans                       401,623     405,348     411,068
   Total loans and leases           2,334,282   2,389,389   2,461,845
   Less: allowance for loan and
    lease losses                      (62,937)    (58,317)    (59,798)
     Net loans and leases           2,271,345   2,331,072   2,402,047
 Goodwill                              76,816      76,816      76,816
 Other intangible assets, net           9,033      10,080      11,128
 Total assets                       3,632,391   3,617,497   3,519,432
 Total deposits                     2,683,487   2,650,845   2,553,912
 Customer repurchase agreements        84,138      98,827      91,928
 Total stockholders' equity           380,571     391,262     392,522
 ================================= ==================================
 Quarterly average balance sheets:
 Residential mortgage loans        $  460,772  $  477,955  $  481,721
 Residential construction loans       123,892     150,914     176,811
 Commercial mortgage loans            871,831     862,658     854,402
 Commercial construction loans        191,021     216,897     224,229
 Commercial loans and leases          327,569     341,039     359,820
 Consumer loans                       401,930     408,200     408,843
   Total loans and leases           2,377,015   2,457,663   2,505,826
 Securities                           956,350     772,878     536,981
 Total earning assets               3,370,823   3,298,923   3,117,590
 Total assets                       3,627,617   3,549,185   3,375,715
 Total interest-bearing
  liabilities                       2,671,944   2,595,303   2,471,762
 Noninterest-bearing demand
  deposits                            532,462     527,713     476,361
 Total deposits                     2,661,108   2,581,837   2,431,471
 Customer repurchase agreements        95,310      93,980      69,212
 Total stockholders' equity           391,571     393,201     391,673
 ================================= ==================================
 Capital and credit quality
  measures:
 Average equity to average assets       10.79%      11.08%      11.60%
 Loan and lease loss allowance to
  loans and leases                       2.70%       2.44%       2.43%
 Nonperforming loans to total loans      6.14%       5.84%       4.90%
 Nonperforming assets to total
  assets                                 4.14%       4.05%       3.57%
 Annualized net charge-offs
  (recoveries) to average loans
  and leases                             5.00%       1.97%       0.22%
 Net charge-offs (recoveries)      $   29,831  $   12,095  $    1,341
 Nonperforming assets:
   Non-accrual loans and leases    $  127,473  $  123,117  $  110,761
   Loans and leases 90 days past
    due                                15,491      16,004       9,545
   Restructured loans and leases          395         395         395
   Other real estate owned, net         6,873       6,829       5,094
     Total nonperforming assets    $  150,232  $  146,345  $  125,795
 ================================= ==================================

                                             2008
                         --------------------------------------------
 (Dollars in thousands)      Q4          Q3         Q2          Q1
 ----------------------- --------------------------------------------
 Balance sheets at
  quarter end:
 Residential mortgage
  loans                 $  457,571  $  452,815 $  461,000  $  459,768
 Residential
  construction loans       189,249     221,630    199,602     183,690
 Commercial mortgage
  loans                    847,452     804,728    752,905     732,692
 Commercial construction
  loans                    223,169     247,930    273,059     256,714
 Commercial loans and
  leases                   366,978     358,097    356,256     354,509
 Consumer loans            406,227     397,218    386,126     376,650
   Total loans and
    leases               2,490,646   2,482,418  2,428,948   2,364,023
   Less: allowance for
    loan and lease
    losses                 (50,526)    (38,266)   (33,435)    (27,887)
     Net loans and
      leases             2,440,120   2,444,152  2,395,513   2,336,136
 Goodwill                   76,248      75,701     78,376      78,111
 Other intangible
  assets, net               12,183      13,286     14,390      15,507
 Total assets            3,313,638   3,195,117  3,164,123   3,160,896
 Total deposits          2,365,257   2,248,812  2,294,791   2,340,568
 Customer repurchase
  agreements                75,106      77,630     93,919     101,666
 Total stockholders'
  equity                   391,862     319,700    320,218     318,967
 ======================= ============================================
 Quarterly average
  balance sheets:
 Residential mortgage
  loans                 $  457,956  $  463,778 $  470,144  $  463,597
 Residential
  construction loans       208,616     210,363    193,822     174,626
 Commercial mortgage
  loans                    833,752     779,652    733,905     690,289
 Commercial construction
  loans                    236,176     253,806    261,360     266,098
 Commercial loans and
  leases                   361,731     356,327    359,287     351,862
 Consumer loans            400,937     391,640    380,911     378,261
   Total loans and
   leases                2,499,168   2,455,566  2,399,429   2,324,733
 Securities                431,858     423,082    431,182     427,819
 Total earning assets    2,972,173   2,898,968  2,862,012   2,795,453
 Total assets            3,235,432   3,167,145  3,134,440   3,072,428
 Total interest-bearing
  liabilities            2,405,890   2,363,299  2,344,266   2,311,629
 Noninterest-bearing
  demand deposits          458,538     453,281    441,330     412,369
 Total deposits          2,305,880   2,264,990  2,306,867   2,260,837
 Customer repurchase
  agreements                84,012      81,158     92,968      94,841
 Total stockholders'
  equity                   342,639     321,028    320,409     315,755
 ======================= ============================================
 Capital and credit
  quality measures:
 Average equity to
  average assets             10.59%      10.14%     10.22%      10.28%
 Loan and lease loss
  allowance to loans
  and leases                  2.03%       1.54%      1.38%       1.18%
 Nonperforming loans
  to total loans              2.79%       2.69%      2.62%       1.96%
 Nonperforming assets
  to total assets             2.18%       2.14%      2.05%       1.48%
 Annualized net charge-
  offs (recoveries) to
  average loans and
  leases                      0.88%       0.28%      0.11%     -0.02%
 Net charge-offs
  (recoveries)          $    5,531  $    1,714 $      641  $     (129)
 Nonperforming assets:
   Non-accrual loans and
    leases              $   67,950  $   64,246 $   60,373  $   37,353
   Loans and leases 90
    days past due            1,038       2,074      2,538       8,244
   Restructured loans
    and leases                 395         395        655         655
   Other real estate
    owned, net               2,860       1,698      1,352         661
     Total nonperforming
      assets            $   72,243  $   68,413 $   64,918  $   46,913
 ======================= ============================================



 Sandy Spring Bancorp, Inc. and Subsidiaries
 CONSOLIDATED AVERAGE BALANCES, YIELDS AND RATES (Unaudited)

                          Three Months Ended September 30,
                 ---------------------------------------------------
                            2009                       2008
                 -------------------------- ------------------------
                                    Annualized              Annualized
 (Dollars in                         Average                  Average
 thousands and    Average            Yield/  Average           Yield/
 tax-equivalent)  Balances  Interest  Rate   Balances  Interest Rate
 --------------- ---------- -------- ------ ---------- -------- -----

 Assets
 Residential
  mortgage loans $  460,772 $  6,795  5.90% $  463,778 $ 7,150  6.17%
 Residential
  construction
  loans             123,892    1,583  5.07     210,363   3,132  5.92
 Commercial
  mortgage loans    871,831   13,290  6.05     779,652  12,936  6.60
 Commercial
  construction
  loans             191,021    1,330  2.76     253,806   3,260  5.11
 Commercial
  loans and
  leases            327,569    4,428  5.37     356,327   5,822  6.51
 Consumer loans     401,930    3,975  3.94     391,640   5,063  5.14
                 ---------- --------        ---------- --------
   Total loans
    and leases    2,377,015   31,401  5.25   2,455,566  37,363  6.16
 Securities         956,350    9,092  3.76     423,082   5,760  5.38
 Interest-
  bearing
  deposits with
  banks              35,880       23  0.25       1,311       6  1.91
 Federal funds
  sold                1,578       --  0.17      19,009      99  2.07
                 ---------- --------        ---------- --------
 TOTAL EARNING
  ASSETS          3,370,823   40,516  4.77   2,898,968  43,228  5.93
                            --------                   --------


 Less: allowance
  for loan and
  lease losses      (60,342)                   (34,897)
 Cash and due
  from banks         44,500                     49,860
 Premises and
  equipment, net     50,404                     52,912
 Other assets       222,232                    200,302
                 ----------                 ----------
   Total assets  $3,627,617                 $3,167,145
                 ==========                 ==========

 Liabilities and
  Stockholders'
  Equity
 Interest-
  bearing demand
  deposits       $  256,432       99  0.15% $  242,488     177  0.29%
 Regular savings
  deposits          153,903       56  0.14     155,039     118  0.30
 Money market
  savings
  deposits          899,017    2,868  1.27     647,258   2,410  1.48
 Time deposits      819,294    5,720  2.77     766,924   6,620  3.43
                 ---------- --------        ---------- --------
   Total
    interest-
    bearing
    deposits      2,128,646    8,743  1.63  11,811,709   9,325  2.05
 Borrowings         543,298    4,040  2.95     551,590   4,636  3.35
                 ---------- --------        ---------- --------
 TOTAL INTEREST-
  BEARING
  LIABILITIES     2,671,944   12,783  1.90   2,363,299  13,961  2.35
                            --------  ----             -------- ----

 Noninterest-
  bearing demand
  deposits          532,462                    453,281
 Other
  liabilities        31,640                     29,537
 Stockholders'
  equity            391,571                    321,028
                 ----------                 ----------
  Total
   liabilities
   and
   stockholders'
   equity        $3,627,617                 $3,167,145
                 ==========                 ==========

 Net interest
  income and
  spread                    $ 27,733  2.87%            $29,267  3.58%
                                      ====                      ====
   Less: tax
    equivalent
    adjustment                 1,331                     1,180
                            --------                  --------
 Net interest
  income                    $ 26,402                   $28,087
                            ========                  ========

 Interest income
 /earning assets                      4.77%                     5.93%
 Interest
  expense/
  earning assets                      1.50                      1.91
                                      ----                      ----
    Net interest
     margin                           3.27%                     4.02%
                                      ====                      ====

 *   Interest income includes the effects of annualized
     taxable-equivalent adjustments (reduced by the nondeductible
     portion of interest expense) using the appropriate marginal
     federal income tax rate of 35.00% and, where applicable, the
     marginal state income tax rate of 8.25% or a combined marginal
     federal and state rate of 39.88% for 2009 and 2008, to increase
     tax-exempt interest income to a taxable-equivalent basis. The
     annualized taxable-equivalent adjustments utilized in the above
     table to compute yields aggregated to $5.4 million in 2009 and
     $4.5 million in 2008



 Sandy Spring Bancorp, Inc. and Subsidiaries
 CONSOLIDATED AVERAGE BALANCES, YIELDS AND RATES (Unaudited)


                            Nine Months Ended September 30,
                -----------------------------------------------------
                          2009                       2008
                -------------------------  --------------------------


 (Dollars in                      Annualized                Annualized
  thousands and                    Average                    Average
  tax-          Average             Yield/ Average             Yield/
  equivalent)   Balances   Interest  Rate  Balances   Interest  Rate
 -------------- ---------- -------- -----  ---------- -------- ------
 Assets
 Residential
  mortgage
  loans         $  473,406 $ 21,020  5.92% $  465,832 $ 21,571   6.17%
 Residential
  construction
  loans            150,345    5,833  5.19     193,001    8,728   6.04
 Commercial
  mortgage
  loans            863,028   39,780  6.16     734,780   37,205   6.76
 Commercial
  construction
  loans            210,594    4,712  2.99     260,397   11,141   5.72
 Commercial
  loans and
  leases           342,691   13,866  5.41     355,827   18,369   6.89
 Consumer loans    406,299   12,022  3.97     383,633   15,732   5.48
                ---------- --------        ---------- --------
   Total loans
    and leases   2,446,363   97,233  5.31   2,393,470  112,746   6.29
 Securities        756,939   22,696  4.02     427,345   17,842   5.59
 Interest-
  bearing
  deposits with
  banks             57,864      112  0.26       4,119       79   2.56
 Federal funds
  sold               2,207        3  0.21      27,381      529   2.58
                ---------- --------        ---------- --------
 TOTAL EARNING
  ASSETS         3,263,373  120,044  4.92   2,852,315  131,196   6.14
                           --------                   --------

 Less: allowance
  for loan and
  lease losses     (58,231)                   (29,750)
 Cash and due
  from banks        45,170                     49,651
 Premises and
  equipment, net    50,904                     53,582
 Other assets      217,214                    198,930
                ----------                 ----------
    Total
     assets     $3,518,430                 $3,124,728
                ==========                 ==========

 Liabilities
  and
  Stockholders'
  Equity
 Interest-
  bearing demand
  deposits      $  251,257      326  0.17% $  244,943      528   0.29%
 Regular savings
  deposits         151,942      177  0.16     156,093      365   0.31
 Money market
  savings
  deposits         809,442    8,690  1.44     680,189    9,760   1.92
 Time deposits     833,955   18,925  3.03     760,569   22,277   3.91
                ---------- --------        ---------- --------
   Total
    interest-
    bearing
    deposits     2,046,596   28,118  1.84   1,841,794   32,930   2.39
 Borrowings        533,807   12,588  3.15     498,023   13,100   3.51
                ---------- --------        ---------- --------
 TOTAL INTEREST-
  BEARING
  LIABILITIES    2,580,403   40,706  2.11   2,339,817   46,030   2.63
                           -------- -----             -------- ------

 Noninterest-
  bearing demand
  deposits         512,384                    435,725
 Other
  liabilities       33,494                     30,115
 Stockholders'
  equity           392,149                    319,071
                ----------                 ----------
  Total
   liabilities
   and
   stockholders'
   equity       $3,518,430                 $3,124,728
                ==========                 ==========

 Net interest
  income and
  spread                   $ 79,338  2.81%            $ 85,166   3.51%
                                    =====                      ======
   Less: tax
    equivalent
    adjustment                3,463                      3,381
                           --------                   --------
 Net interest
  income                   $ 75,875                   $ 81,785
                           ========                   ========

 Interest
  income/
  earning assets                     4.92%                       6.14%
 Interest
  expense/
  earning assets                     1.67                        2.15
                                    -----                      ------
   Net interest
    margin                           3.25%                       3.99%
                                    =====                      ======

 *   Interest income includes the effects of annualized
     taxable-equivalent adjustments (reduced by the nondeductible
     portion of interest expense) using the appropriate marginal
     federal income tax rate of 35.00% and, where applicable, the
     marginal state income tax rate of 8.25% or a combined marginal
     federal and state rate of 39.88% for 2009 and 2008, to increase
     tax-exempt interest income to a taxable-equivalent basis. The
     annualized taxable-equivalent adjustments utilized in the above
     table to compute yields aggregated to $4.6 million in 2009 and
     $4.5 million in 2008

            

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