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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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Effective Time of the Bank Merger
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1
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Closing
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2
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Effects of the Merger
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2
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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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Effect on Company Bank Capital Stock
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2
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Exchange of Certificates
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3
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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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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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Conditions to Each Party’s Obligations to
Effect the Bank Merger
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3
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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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Termination
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4
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Effect of Termination
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4
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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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Nonsurvival of Agreements
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4
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Notices
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4
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Interpretation
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4
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Counterparts
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5
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Entire Agreement
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5
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Governing Law
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5
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Real Property
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5
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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
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