AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated

as of December 13, 2006

between

SANDY SPRING BANK

and

COUNTY NATIONAL BANK

TABLE OF CONTENTS

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AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER dated as of December 13, 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 Effective Time of the Bank Merger.

Subject to Section 1.02, upon the satisfaction, or, to the extent permitted hereunder and by applicable law, waiver of all conditions set forth in Article 4, Parent Bank shall make all filings or recordings required by applicable law in connection with the Bank Merger. The Bank Merger shall become effective (the " Bank Merger Effective Time ") at the time a Certificate of Merger is issued by the Commissioner of Financial Regulation of Maryland (or at such later time as may be specified in the Certificate of Merger) in accordance with Maryland Law.

Section 1.02 Closing .

The closing of the Bank Merger will take place at the time and place of the Closing on the Closing Date, or such later time or such other place as Company and Parent may determine (the " Bank Merger Closing Date ").

Section 1.03 Effects of the Merger .

(a) At the Bank Merger Effective Time, (i) the separate existence of Company Bank shall cease and Company Bank shall be merged with and into Parent Bank (Parent Bank and Company Bank are sometimes referred to herein as the " Constituent Banks " and Parent Bank is sometimes referred to herein as the " Surviving Bank "); (ii) the charter of Parent Bank as in effect prior to the Bank Merger Effective Time shall be the charter of the Surviving Bank until amended in accordance with applicable law and the name of the Surviving Bank shall continue to be "Sandy Spring Bank"; and (iii) the bylaws of Parent Bank as in effect prior to the Bank Merger Effective Time shall be the bylaws of the Surviving Bank until amended in accordance with applicable law.

(b) From and after the Bank Merger Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law,