Exhibit 2.2
AGREEMENT AND PLAN OF MERGER
dated
as of December
, 2006
between
SANDY SPRING BANK
and
COUNTY NATIONAL BANK
TABLE OF
CONTENTS
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Article I. THE BANK MERGER
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1
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Section 1.01
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Effective Time of the Bank Merger
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1
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Section 1.02
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Closing
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2
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Section 1.03
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Effects of the Merger
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2
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Section 1.04
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Principal Office; Authorized Capital
Stock
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2
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Article II. EFFECT OF THE BANK MERGER ON THE
CAPITAL STOCK OF THE CONSTITUENT BANKS
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2
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Section 2.01
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Effect on Company Bank Capital Stock
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2
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Section 2.02
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Exchange of Certificates
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3
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Section 2.03
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Objecting Stockholders
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3
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Article III. COVENANTS
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3
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Section 3.01
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Covenants of Parent Bank and Company
Bank
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3
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Article IV. Conditions Precedent
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3
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Section 4.01
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Conditions to Each Party’s Obligations to
Effect the Bank Merger
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3
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Section 4.02
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Approval by Maryland Commissioner of Financial
Regulation
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3
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Article V. Termination and Amendment
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4
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Section 5.01
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Termination
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4
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Section 5.02
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Effect of Termination
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4
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Section 5.03
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Amendment
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4
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Article VI. General Provisions
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4
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Section 6.01
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Nonsurvival of Agreements
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4
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Section 6.02
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Notices
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4
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Section 6.03
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Interpretation
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4
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Section 6.04
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Counterparts
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5
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Section 6.05
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Entire Agreement
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5
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Section 6.06
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Governing Law
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5
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Section 6.07
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Real Property
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5
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Section 6.08
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Assignment
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5
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i
AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND PLAN OF MERGER dated
as of December , 2006 (this “
Agreement ”) between SANDY SPRING BANK, a Maryland
chartered commercial bank (“ Parent Bank ”) and
a wholly-owned subsidiary of SANDY SPRING BANCORP, INC., a Maryland
corporation (“ Parent ”), whose principal
banking office is located at 17801 Georgia Avenue, Olney, Maryland
20832 and COUNTY NATIONAL BANK, a national banking association
(“ Company Bank ”), and a wholly-owned
subsidiary of CN BANCORP, INC., a Maryland corporation (“
Company ”), whose principal banking office is 7405
Ritchie Highway, Glen Burnie, Maryland 21061.
WHEREAS, the Boards of Directors of
Parent and Company have approved, and deem it advisable and in the
best interests of their respective stockholders to consummate the
business combination transaction set forth in the Agreement and
Plan of Merger dated as of the date hereof between Parent and
Company (the “ Parent Merger Agreement ”) in
which Company will merge with and into Parent (the “
Parent Merger ”). All capitalized terms used and
not otherwise defined herein shall have the meanings set forth in
the Parent Merger Agreement;
WHEREAS, the respective Boards of
Directors of Parent Bank and Company Bank have approved, and deemed
it advisable to consummate, the business combination transaction
provided for herein in which Company Bank will merge with and into
Parent Bank (the “ Bank Merger ”) concurrently
with the consummation of the Parent Merger, and the Board of
Directors of Company Bank has recommended to Company, as the sole
stockholder of Company Bank (whose approval as such stockholder is
required under Maryland Law), that it approve the Bank Merger and
this Agreement; and
WHEREAS, (i) Parent, as sole
stockholder of Parent Bank (whose approval as such stockholder is
required under Maryland Law), shall immediately hereafter approve
the Bank Merger and this Agreement and (ii) Company, as sole
stockholder of Company Bank (whose approval as such stockholder is
required under Maryland Law), shall immediately hereafter approve
the Bank Merger and this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the respective representations, warranties,
covenants and agreements set forth herein and in the Parent Merger
Agreement, the parties hereto agree as follows:
ARTICLE I.
THE BANK MERGER
Section
1.01
