EXHIBIT 13
                          ANNUAL REPORT TO STOCKHOLDERS
                             LETTER TO STOCKHOLDERS


The year 2004 was another good year for CN Bancorp, Inc. and our subsidiary,
County National Bank. Even though economic conditions were influenced by the
national elections, global turmoil, and Federal Reserve rate increases, we
exceeded our 2004 earnings projections and our 2003 earnings. Assets increased
by 17.5% to $137 million and net income was $582,000, an increase of 25% over
the previous year. Also, during 2004, we added another branch location,
initiated a new program offering non-deposit investment products to our
customers, paid a bonus dividend, and provided additional stock purchase
opportunities to current stockholders and employees.

Now entering our ninth year in operation, we plan to continue the positive trend
that we have established, improving earnings, and building our customer base and
our loan portfolio. We have a high quality loan portfolio with minimal past dues
and loan charge-offs. During the last half of 2003, we increased our capital by
more than $6 million from our stock offering and the exercise of stock warrants.
Leveraging this additional capital in loans and investment securities favorably
impacted our 2004 profits. We also deployed some of this capital in building our
new branch in Millersville. This has proven to be an excellent location and we
reached the breakeven earnings point by the end of 2004, exceeding our estimates
of deposit growth at the new branch. We will continue our branch expansion with
another location in Linthicum where we expect to start construction in late
2005. We intend to open new branches only after we reach a breakeven earnings
point on our last built branch.

We are reaching a degree of maturity after eight years in operation that allows
better utilization of our structure and systems. We are always looking for new
opportunities and new sources of income for County National Bank. In June of
2004 we launched a new financial service, CountyVest, to add to the products and
services that we offer our customers. CountyVest offers alternative investment
opportunities with quality financial products that can provide diversification
for our customers as well as income for the bank. We are steadily building
clientele for this service and are encouraged with our initial penetration into
this financial market.

We are also working to streamline our internal procedures in all areas of the
bank to increase profits. Cost controls and efficiency are avenues that lead
toward this goal. A challenge for 2005 will be containment of costs in complying
with the Sarbanes-Oxley Act. This Act has a disproportionate effect on small
community banks such as County National Bank. We can only hope that our
legislators will see the wisdom of partially exempting smaller publicly traded
financial institutions from some of this burden.

The CN Bancorp, Inc. stock is listed on the Over the Counter Bulletin Board and
Pinksheets with the symbol "CNBE" and stock price quotes are available on all
financial web pages. The book value of the stock continues to increase. At
year-end it was $11.34 per share versus $11.18 per share at the end of 2003. We
declared a dividend of $0.04 per share per quarter in 2004, plus a bonus
dividend of $0.05 per share in March. We instituted a dividend reinvestment plan
in July of 2004 and more than 200 of our 400 stockholders are reinvesting their
dividends. We have also initiated an Employee Stock Purchase Plan to provide our
employees with the opportunity to purchase stock and invest in their future with
the bank.

You, as stockholders, play an important role in our success. Your business and
your referrals of new customer relationships has been an important element in
our growth. The Board of Directors, officers and staff appreciate and thank you
sincerely for your continued support.




Jan W. Clark,
Chairman/President/CEO



                                       1
<PAGE>



              BUSINESS OF CN BANCORP, INC. AND COUNTY NATIONAL BANK

         CN Bancorp, Inc. is the bank holding company for County National Bank.
CN Bancorp, Inc.'s principal asset is its investment in all of the issued and
outstanding capital stock of County National Bank, and its principal business is
commercial banking.

         County National Bank serves individuals and small to medium sized
businesses in Anne Arundel County, Maryland, with a specific focus in central
and northern Anne Arundel County. County National Bank offers a wide range of
deposit accounts and commercial and consumer loans, tax deferred accounts, safe
deposit boxes, and other services to its customers. Telephone and online banking
is available 24 hours a day.

         County National Bank's mission statement is to:

         o        Provide the highest quality products and personalized services
                  to meet the financial needs of our
                  community and customers; and

         o        Provide sound management to maximize our leadership position,
                  never losing sight of the well being of our neighbors,
                  friends, employees and stockholders.

         County National Bank serves its customers from branches in Glen Burnie,
Pasadena, Odenton and, starting January 2, 2004, Millersville, Maryland and an
additional ATM in Glen Burnie. County National Bank has leased land in
Linthicum, Maryland on which it plans to build a branch in 2005 or 2006.

                           COMMON STOCK AND DIVIDENDS

         CN Bancorp, Inc. common stock is not traded on an organized exchange or
on the Nasdaq National or Small Cap Markets but, in August 2002, CN Bancorp,
Inc.'s common stock was first quoted for trading on the Over the Counter
Bulletin Board (OTCBB) under the symbol "CNBE." Prior to August 2002, the common
stock was traded only in private transactions and only on very limited and
sporadic basis. Since August 2002, the common stock has traded only sporadically
and no assurance can be given that an active or established market will develop
in the foreseeable future. The following table sets forth the high and low bid
prices for the stock during each calendar quarter in 2004 and 2003. These
quotations reflect interdealer price quotations and do not necessarily represent
actual transactions. These quotations do not necessarily reflect the intrinsic
or market value of the common stock.

                                       2004                    2003
                                       ----                    ----
                                  High         Low        High         Low
                                 ------       -----      ------       -----
       First Quarter             $14.70       13.50      $15.75       13.50
       Second Quarter             14.75       13.60       14.25       13.50
       Third Quarter              14.75       13.70       15.60       14.25
       Fourth Quarter             16.00       14.75       15.50       13.50


         CN Bancorp, Inc. had 402 stockholders of record at February 28, 2005.
Common stock outstanding at that date was 1,396,157 shares. In addition, CN
Bancorp, Inc. had outstanding warrants to purchase 323,431 shares of common
stock exercisable at $10.00 per share and 51,000 shares outstanding under
options to purchase common shares at $14.20 per share.

         CN Bancorp, Inc. declared four regular dividends (March, June,
September and December) of $.04 per share ($.16 per share for the year) and one
special dividend (February) of $.05 per share in 2004. CN Bancorp, Inc. declared
four dividends (March, June, September and December) of $.03 per share ($.12 per
share for the year) in 2003. CN Bancorp, Inc.'s continued ability to pay
dividends will depend on its compliance with certain dividend regulations
imposed upon it as a bank holding company by the Federal Reserve Board. In
addition, CN Bancorp, Inc.'s ability to pay dividends may depend on the ability
of County National Bank to pay dividends to CN Bancorp, Inc. County National
Bank may not be able to pay dividends to CN Bancorp, Inc. unless it complies
with certain regulatory requirements. In addition, CN Bancorp, Inc. will
consider a number of other factors, including its earning prospects, financial
condition and cash needs before deciding to pay additional dividends in the
future.



                                       2
<PAGE>


                 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

         The following table summarizes the selected consolidated financial
information and other financial data. The selected balance sheet and statement
of income data are derived from the audited consolidated financial statements
for the years ended December 31, 2004 and 2003. This information should be read
together with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our consolidated financial statements and the related
notes included elsewhere in this annual report. Results for past periods are not
necessarily indicative of results that may be expected for any future period.

<TABLE>
<CAPTION>

<S>                                                     <C>                 <C>

                                                     At and for the   At and for the
                                                       Year Ended       Year Ended
                                                      December 31,     December 31,
(In thousands except per share data)                      2004             2003
                                                        ----------     ----------
Statement of Operations Data:
Interest income                                         $    5,714          4,963
Interest expense                                             1,243          1,253
                                                        ----------     ----------
          Net interest income                                4,471          3,710
Provision for loan losses                                      151            135
                                                        ----------     ----------
Net interest income after provision for loan losses          4,320          3,575
Other income                                                   950            894
Other expense                                                4,391          3,782
                                                        ----------     ----------
Income before taxes                                            879            687
Income taxes                                                   297            222
                                                        ----------     ----------
          Net income                                    $      582            465
                                                        ==========     ==========

Per Share Data:
Earnings per share, basic                               $     0.43           0.48
Earnings per share, diluted                                   0.40           0.38
Cash dividends (five dividends in 2004, four in 2003)         0.21           0.12
Book value per share                                         11.34          11.18
Tangible book value per share                                11.34          11.18

Weighted average shares outstanding, basic               1,358,954        961,686
Weighted average shares outstanding, diluted             1,462,875      1,238,821
Shares outstanding at end of period                      1,384,565      1,264,745

Balance Sheet Data:
Total Assets                                            $  136,871        116,438
Securities available for sale, at fair value                26,214         17,506
Securities held to maturity, at cost                        10,359          8,209
Loans receivable, net of unearned income                    79,695         70,879
Allowance for loan losses                                      800            720
Premises and equipment, net                                  4,179          4,053

Non-interest bearing deposits                               30,078         27,098
Interest bearing deposits                                   89,232         72,212
                                                        ----------     ----------
          Total deposits                                   119,310         99,310
                                                        ----------     ----------



</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>

<S>                                                     <C>                <C>

(In thousands except per share data)                    At and for the   At and for the
                                                          Year Ended       Year Ended
                                                         December 31,     December 31,
Continued                                                    2004             2003
                                                       ---------------  ---------------

Securities sold under agreements to repurchase          $     523          1,453
Stockholders' equity including unrealized gains
  and losses                                               15,695         14,136

Selected Performance and Other Ratios:
Return on average stockholders' equity                       3.82%          4.38%
Return on average assets                                     0.44%          0.43%
Net interest margin                                          3.69%          3.69%
Other income to average assets                               0.73%          0.82%
Other expenses to average assets                             3.35%          3.47%
Dividend payout ratio                                       49.14%         26.79%
Number of branches                                              4              3
Allowance for loan losses to total loans                     1.00%          1.02%
Non-performing loans to total loans                          0.06%          0.16%
Allowance for loan losses to non-performing loans        1,568.63%        648.65%

Applicable Company Capital Ratios:
Tier 1 risk-based capital                                    18.1%          18.6%
Total risk-based capital                                     19.0%          19.6%
Leverage capital                                             11.2%          12.3%
Stockholders' equity to total assets                         11.5%          12.1%

</TABLE>


                           FORWARD-LOOKING STATEMENTS

         The Letter from the Chairman, President and Chief Executive Officer,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and other portions of this annual report include forward-looking
statements such as: statements of CN Bancorp Inc.'s goals, intentions, and
expectations; estimates of risks and of future costs and benefits; assessments
of loan quality, probable loan losses, liquidity, off-balance sheet
arrangements, and interest rate risk; and statements of its ability to achieve
financial and other goals. These forward-looking statements are subject to
significant uncertainties because they are based upon: the amount and timing of
future changes in interest rates and other economic conditions; future laws,
regulations and accounting principles; and a variety of other matters. Because
of these uncertainties, the actual future results may be materially different
from the results indicated by these forward-looking statements. In addition, CN
Bancorp Inc.'s past growth and performance do not necessarily indicate its
future results.


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

         The following discussion and analysis of the financial condition and
results of operations of CN Bancorp, Inc. should be read in conjunction with CN
Bancorp, Inc.'s audited consolidated financial statements, including the related
footnotes, included elsewhere in this annual report.

GENERAL

         CN Bancorp, Inc. has continued to experience growth since it started
operations in December 1996. Assets increased $20,432,660 (17.5%) to
$136,870,965 at December 31, 2004 from $116,438,305 at December 31, 2003.
Increases in loans and securities comprised the majority of the increase in
assets. The increase in assets was funded


                                       4

<PAGE>


by increases in deposits and proceeds from stock sales. Net income increased by
25.1% primarily resulting from the increase in earning assets.

         County National Bank opened its fourth branch, located in Millersville,
Maryland during 2004.

Critical Accounting Policies
----------------------------

        CN Bancorp, Inc.'s consolidated financial statements are prepared in
accordance with accounting principles generally accepted in the United States
and follow general practices within the industries in which it operates.
Application of these principles requires management to make estimates,
assumptions and judgments that affect the amounts reported in the financial
statements and accompanying notes. These estimates, assumptions and judgments
are based on information available as of the date of the financial statements;
accordingly, as this information changes, the financial statements could reflect
different estimates, assumptions and judgments. Certain policies inherently have
a greater reliance on the use of estimates, assumptions and judgments and as
such have a greater possibility of producing results that could be materially
different than originally reported. Estimates, assumptions and judgments are
necessary when assets and liabilities are required to be recorded at fair value,
when a decline in the value of an asset not carried on the financial statements
at fair value warrants an impairment write-down or valuation reserve to be
established, or when an asset or liability needs to be recorded contingent upon
a future event. Carrying assets and liabilities at fair value inherently results
in more financial statement volatility. The fair values and the information used
to record valuation adjustments for certain assets and liabilities are based
either on quoted market prices or are provided by other third-party sources,
when available.

        The most significant accounting policies followed by CN Bancorp, Inc.
are presented in Note 1 to the consolidated financial statements. These
policies, along with the disclosures presented in the other financial statement
notes and in this discussion, provide information on how significant assets and
liabilities are valued in the financial statements and how those values are
determined. Based on the valuation techniques used and the sensitivity of
financial statement amounts to the methods, assumptions and estimates underlying
those amounts, management has identified the determination of the allowance for
loan losses as the accounting area that requires the most subjective or complex
judgments, and as such could be most subject to revision as new information
becomes available.

        CN Bancorp, Inc. believes it has developed appropriate policies and
procedures for assessing the adequacy of the allowance for loan losses,
recognizing that this process requires a number of assumptions and estimates
with respect to its loan portfolio. CN Bancorp, Inc.'s assessments may be
impacted in future periods by changes in economic conditions, the impact of
regulatory examinations and the discovery of information with respect to
borrowers which is not known to management at the time of the issuance of the
consolidated financial statements. For additional discussion concerning CN
Bancorp, Inc.'s allowance for loan losses and related matters, see "Provision
for Loan Losses" below.

        CN Bancorp, Inc. has adopted the disclosure-only provisions of Statement
of Financial Accounting Standards (SFAS) No.123 "Accounting for Stock-Based
Compensation" and SFAS No. 148 "Accounting for Stock-Based Compensation -
Transition and Disclosure", but applies Accounting Principal Board Opinion (APB)
No. 25, "Accounting for Stock Issued to Employees" and related interpretations
in accounting for its stock option and stock purchase plans. The Company does
not expect to expense the fair market value of stock options until required by
generally accepted accounting principles in the United States of America.

        In December 2004, the Financial Accounting Standards Board issued SFAS
No.123 (revised 2004) which will require the Company to measure and record the
cost of employee services received in exchange for an award of equity
instruments based upon the grant-date fair value of the award (with certain
limitations). SFAS 123 (revised 2004) is effective for the Company on January 1,
2006.

FINANCIAL CONDITION

         The loan portfolio comprises the majority of CN Bancorp, Inc.'s earning
assets. Loans receivable (net of the allowance for loan losses, unearned fees
and origination costs) increased by $8,735,922 (12.5%) from $70,158,853 at
December 31, 2003 to $78,894,775 at December 31, 2004. Loans receivable, net,
comprise 57.6% of assets ($136,870,965) as of December 31, 2004 and 60.3% of
assets ($116,438,305) at December 31, 2003.


                                       5
<PAGE>


         Residential real estate loans,  excluding construction loans, increased
$647,557  (3.08%)  from  $20,998,556  at  December  31, 2003 to  $21,646,113  at
December 31, 2004. Commercial real estate loans,  excluding  construction loans,
increased   $5,361,485   (22.7%)  from  $23,625,527  at  December  31,  2003  to
$28,987,012 at December 31, 2004.  Real estate  construction  loans increased by
$2,910,113  (94.3%)  from  $3,087,734  at  December  31, 2003 to  $5,997,847  at
December 31, 2004.  CN Bancorp,  Inc.  continued to  concentrate  on real estate
secured lending for predominately  owner-occupied  properties.  Commercial loans
decreased by $30,741(.2%)  from  $18,953,973 at December 31, 2003 to $18,923,232
at December 31, 2004.  Installment  and other loans  decreased by $95,973 (2.3%)
from $4,196,873 at December 31, 2003 to $4,100,900 at December 31, 2004.

         The allowance for loan losses was $800,000 (1.00% of loans) at December
31, 2004. The allowance was $720,000 (1.02% of loans) at December 31, 2003. At
December 31, 2004, non-interest accrual loans totaled $51,027 as compared to
$110,931 at December 31, 2003. Loans charged off in 2004 totaled $90,051 as
compared to $193,775 during 2003. Recoveries on charged off loans were $19,213
during 2004 as compared to $34,246 in 2003.

         During 2003, the Bank sold loan participations to family members of a
director of the Bank and the Company on a non-recourse basis. Under these
transactions, the family members acquired undivided percentage interests in
specific loans held by the Bank. The participations were sold under the same
terms and conditions as loan participations sold to non-related entities. The
total amount of the loan participations sold was $2,058,741. The total loan
participation amount outstanding at December 31, 2004 was $744,434 and $970,605
at December 31, 2003.

         The securities portfolio at December 31, 2004 amounted to $37,311,134,
an increase of $10,955,433, or 41.6% from the amount at December 31, 2003 as
funds obtained through deposit increases and stock sales, and not invested in
loans, were invested in securities. Available for sale investment securities
increased to $26,214,112 at December 31, 2004 from $17,505,600 at December 31,
2003. Held to maturity securities increased to $10,359,122 at December 31, 2004
from $8,208,601 at December 31, 2003. The carrying value of available for sale
securities includes net unrealized depreciation of $221,424 at December 31, 2004
(reflected as unrealized depreciation of $146,139 in stockholders' equity after
deferred taxes) as compared to net unrealized appreciation of $2,047 ($1,351 net
of taxes) as of December 31, 2003.

         Deposits are the major source of funds for lending and investment
activities. Deposits increased $20,000,688 (20.1%) to $119,310,484 at December
31, 2004 from $99,309,796 at December 31, 2003. Non-interest bearing deposits
increased 11.0%, savings deposits increased 41.1%, interest bearing demand
deposits increased 13.5% and certificates of deposit increased 12.2% during the
year ended December 31, 2004. Approximately $8 million of the increase in total
deposits was attributable to the new branch that opened in January 2004 located
in Millersville, Maryland. Included in the December 31, 2004 savings deposits
are two savings accounts of related customers with total balances of
approximately $8 million at December 31, 2004.

         Total stockholders' equity was $15,694,855 at December 31, 2004
representing an increase of $1,558,433 from December 31, 2003. The increase from
December 31, 2003 was attributable to the proceeds from the sale of stock under
its Dividend Reinvestment and Stock Purchase Plan and the Employee Stock
Purchase Plan of $108,212, proceeds of $1,301,600 from sales of stock in
connection with warrants being exercised, earnings of $582,268 less an increase
in unrealized losses on available for sale investment securities of $147,490 and
dividends of $286,157 ($0.21 per share).

         At December 31, 2004, we continued to exceed all regulatory capital
requirements to be considered a "well capitalized" financial institution under
federal regulations.

RESULTS OF OPERATIONS

Net income

         Net income for the year ended December 31, 2004 was $582,268, an
increase of $116,840, or 25.1%, from $465,428 during 2003. Net income increased
in 2004 as compared to 2003 because of increases in net interest income and
non-interest income exceeded increases in operating expenses. Net interest
income increased by 20.5% during 2004 versus 2003 while operating expenses
increased by 16.1% during the same period. Net income was adversely affected
during 2004 as compared to 2003 because of the following:



                                       6
<PAGE>


     1.   County  National  Bank  opened a new  branch in January  2004  causing
          additional expenses (employee compensation,  rent, asset depreciation,
          etc.) during 2004 versus 2003.
     2.   In connection  with the opening of the new branch,  marketing  efforts
          were increased with accompanying additional expenses.
     3.   During 2003, CN Bancorp,  Inc. had gains on sales of securities in the
          amount of $43,652. During 2004, securities sales resulted in a loss of
          $306.

         During the last quarter of 2003 and the first quarter of 2004, warrants
to purchase CN Bancorp, Inc. common stock were exercised increasing the average
outstanding shares of common stock. Also, during 2004 shares of stock were sold
under the Dividend Reinvestment and Stock Purchase Plan and the Employee Stock
Purchase Plan. Together, these sales increased the average number of shares
outstanding from 961,686 during 2003 to 1,358,954 during 2004. CN Bancorp, Inc.
has not yet fully invested the additional capital from the common stock sales in
loans resulting in a decrease in earnings per share to $0.43 in 2004 from $0.48
in 2003. The exercise of warrants decreased the number of common stock
equivalents from 277,135 in 2003 to 103,921 in 2004 causing fully diluted
earnings per share to increase from $.38 in 2003 to $.40 in 2004, offsetting the
effect of the additional shares outstanding

         CN Bancorp, Inc.'s return on average equity was 4.38% in 2003 and 3.82%
in 2004. The decline in 2004 and 2003 was attributable to the increase in
stockholders' equity from the sales of stock and exercise of warrants during
2004 and 2003. The return on average assets was 0.43% in 2003 and 0.44% in 2004.


Net Interest Income and Net Interest Margin

         Net interest income is the amount by which interest earned on assets
exceeds the interest paid on interest-bearing liabilities. CN Bancorp, Inc.'s
principal interest earning assets are loans to businesses and individuals.
Interest-bearing liabilities consist primarily of savings accounts, money market
accounts and certificates of deposit. Generally, changes in net interest income
are measured by net interest rate spread and net interest margin. Net interest
rate spread is equal to the difference between the average rate earned on
interest earning assets and the average rate incurred on interest-bearing
liabilities. Net interest margin represents the difference between interest
income (including net loan fees earned) and interest expense calculated as a
percentage of earning assets.

         Total interest income increased by $750,944 or 15.1% to $5,714,303 for
the year ended December 31, 2004 as compared to 2003. This increase was
primarily attributable to the increase in interest bearing assets during 2004.
The increase from more interest bearing assets was partially offset by the
origination, acquisition and re-pricing of loans and investment securities at
lower interest rates during 2004 when interest rates were low. Average interest
earning assets increased by $20,838,000 to $121,279,000 in 2004 and the yield on
the interest earning assets declined to 4.71% in 2004 from 4.94% in 2003.

         Interest expense decreased by $10,681 or 0.9% to $1,243,001 for the
year ended December 31, 2004 as compared to 2003. This decrease was primarily
attributable to the continued low interest rate environment of the last two
years. The reduction in interest expense from lower interest rates was offset in
part by expenses resulting from an increase in average interest bearing
liabilities during 2004 as compared to 2003. Average interest bearing
liabilities increased by $11,471,000 to $83,481,000 in 2004 and the cost of the
interest bearing funds declined to 1.49% in 2004 from 1.74% in 2003.

         Net interest income increased by $761,625 or 20.5% during 2004 as
compared to 2003. Net interest income increased because the net interest income
on the growth of interest earning assets and interest bearing liabilities
exceeded the effect of the low interest rate environment. The net interest
spread was 3.22% in 2004 as compared to 3.20% in 2003. The net interest margin
was 3.69% in 2004 and 2003.

         The tables below present a summary of CN Bancorp, Inc.'s average daily
balances, rates, interest income and expense, the interest rate spread and net
interest margins for the years ended December 31, 2004 and 2003.



                                       7
<PAGE>

<TABLE>
<CAPTION>

<S>                                                <C>             <C>    <C>      <C>            <C>   <C>

                             AVERAGE BALANCES, RATES AND INTEREST INCOME AND EXPENSE

                                                                    Years Ended December 31,
                                                                    ------------------------
     (in thousands)                                            2004                           2003
                                                 ------------------------------- -----------------------------
                                                  Average               Yield/    Average             Yield/
                                                  Balance    Interest    Rate     Balance   Interest   Rate
                                                 ------------------------------- -----------------------------
     Assets:
     Interest-Earning Assets:
       Federal funds sold                          $ 12,171        168    1.38%    $ 10,903       120   1.10%
       Interest bearing deposits                      3,831         70    1.83%       2,438        35   1.44%
       Investment securities                         30,875        958    3.10%      22,548       698   3.10%

       Loans receivable                              75,167      4,518    6.01%      65,305     4,110   6.29%
        Allowance for loan losses                      (765)          -        -       (753)         -       -
                                                 ------------------------------- -----------------------------
                                                     74,402      4,518    6.07%      64,552     4,110   6.37%
                                                 ------------------------------- -----------------------------

           Total Interest Earning Assets                                  4.71%                         4.94%
                                                    121,279      5,714              100,441     4,963
                                                 ------------------------------- -----------------------------
     Non-interest Earning Assets
                                                      9,709                           8,658
                                                 -----------                     -----------
            Total Assets                           $130,988                        $109,099
                                                 ===========                     ===========
     Liabilities and Stockholders' Equity:
     Interest -Bearing Liabilities:
       Interest bearing demand deposits             $13,325         61    0.46%    $ 12,197        60   0.49%
       Savings accounts                              33,290        332    1.00%      24,273       222   0.91%
       Time deposits                                 34,705        834    2.40%      32,786       949   2.89%
       Note payable                                       -          -        -          58         2   3.45%
       Securities sold under agreements
         to repurchase                                2,161         16    0.75%       2,696        20   0.75%
                                                 ------------------------------- -----------------------------

           Total Interest Bearing Liabilities        83,481      1,243    1.49%      72,010     1,253   1.74%
                                                 ------------------------------- -----------------------------

     Non-interest Bearing Liabilities:
       Demand deposits                               31,833                          26,166
       Other                                            446                             298
                                                 -----------                     -----------
           Total Liabilities
                                                    115,760                          98,474
     Stockholders' Equity                            15,228                          10,625
                                                 -----------                     -----------
           Total Liabilities and Equity            $130,988                        $109,099
                                                 ===========                     ===========

                                                            -----------                     ----------
     Net Interest Income                                        $4,471                          3,710
                                                            ===========                     ==========

     Net Interest Spread                                                  3.22%                         3.20%
     Net Interest Margin                                                  3.69%                         3.69%
     Ratio of Interest-Earning Assets
       to Interest-Bearing Liabilities               145.28%                         139.48%

</TABLE>


Yields on securities are calculated based on amortized cost.
Nonaccruing loans are included in the average loan balances outstanding.

         The tables below present the relative contribution of changes in
volumes and changes in rates to the changes in net interest income for 2004 and
2003. The change in the interest income and interest expense attributable to the
combined impact of both volume and rate has been allocated proportionately to
the change due to volume and the change due to rate.



                                       8
<PAGE>

<TABLE>
<CAPTION>

<S>                                         <C>            <C>          <C>         <C>        <C>         <C>

                                               RATE/VOLUME ANALYSIS

                                                     2004 vs. 2003                         2003 vs. 2002
                                                     -------------                         -------------
                                                  Increase (Decrease)                   Increase (Decrease)
                                           Volume        Rate         Total       Volume       Rate        Total
                                         -------------------------------------- ------------------------------------
Interest-Earning Assets:

   Federal funds and interest bearing
     deposits with banks                    $ 25,628       57,551       83,179      17,746     (63,093)    (45,347)
   Securities                                395,746     (136,405)     259,341     228,672    (251,166)    (22,494)
   Loans receivable                          616,290     (207,866)     408,424     186,857    (345,765)   (158,908)
                                         -------------------------------------- ------------------------------------
      Net Change in Interest Income        1,037,664     (286,720)     750,944     433,275    (660,024)   (226,749)
                                         -------------------------------------- ------------------------------------

Interest Bearing Liabilities:

   Interest bearing deposits                 255,371     (259,483)     (4,112)     762,227  (1,185,005)   (422,778)
   Note payable                              (2,562)             -     (2,562)       2,407            -      2,407
   Securities sold under agreements
      to repurchase                          (4,007)             -     (4,007)     (1,549)     (12,064)    (13,613)
                                         -------------------------------------- ------------------------------------
      Net Change in Interest Expense         248,802     (259,483)    (10,681)     763,085  (1,197,069)   (433,984)
                                         -------------------------------------- ------------------------------------

      Change in Net Interest Income         $788,862      (27,237)     761,625   (329,810)     537,045     207,235
                                         ====================================== ====================================

</TABLE>



Provision for Loan Losses

         The provision for loan losses represents the amount charged against
earnings to increase the allowance for loan losses to the level deemed
appropriate by management. The provision for loan losses and the allowance for
loan losses are based on management's ongoing assessment of CN Bancorp, Inc.'s
credit exposure and consideration of certain other relevant factors.

         The adequacy of the allowance for loan losses is evaluated based upon
loan categories except for loans rated substandard, doubtful or loss, which are
evaluated separately and assigned loss amounts based upon the evaluation. Loss
ratios are applied to each category of loan to determine estimated loss amounts.
Categories of loans are identified as consumer (secured and unsecured),
commercial (secured and unsecured) and mortgage loans (residential and
commercial real estate). Loss ratios are determined based upon losses incurred
adjusted for the effect of current economic conditions (currently
strengthening), any industry concentration or identified weakness in an industry
(none currently), credit management and underwriting policies changes and
secured versus unsecured nature of loan category.

         At December 31, 2004, the range of the loss ratios used to determine
estimated losses by loan category were: consumer loans - .73% to 1.33%;
commercial loans - 1.24% to 2.09%; and, mortgage loans - 0.30% to .75%.
Additional losses are estimated resulting from additional identified risks
factors, such as loans with underwriting exceptions, the level and direction of
payment delinquencies and the level of unsecured credit. These additional loss
estimates are not allocated to the separate loan categories.

         The adequacy of the allowance for loan losses is reviewed at least
quarterly. Loans are assigned a risk rating based upon rating criteria
consistent with regulatory definitions. The risk rating is adjusted, as
necessary, if loans become delinquent, if significant adverse information is
discovered regarding the underlying credit and, in the case of commercial loans
and commercial real estate loans, the normal periodic review of the underlying
credit indicate that a change in risk rating is appropriate. An estimated "low"
and "high" loss percentage is applied to loans in each risk rating. These loss
percentages increase as the loan risk rating increases. Loans rated as
substandard, doubtful or loss are evaluated separately and assigned loss amounts
based upon the separate evaluation. Risks factors identified beyond individual
loan risks, such as economic conditions, underwriting exceptions and loan



                                       9
<PAGE>

concentrations are quantified based upon management's estimations of loss
exposure. Loss percentages used are generally based upon management's best
estimates considering losses incurred. Estimated "low" and "high" allowance for
loan loss amounts are derived by accumulating the estimated losses using the
"low" and "high" loss percentages for each risk rating and adding losses based
upon separate loan evaluations and identified other risks. The actual allowance
for loan losses is compared to this range to ascertain that it is reasonably
situated within the range. During 2004, there were no significant changes in
estimation methods or assumptions that affected the methodology for assessing
the appropriateness of the allowance. In addition, on at least a quarterly
basis, the recorded allowance for loan losses (as a percent of loans) is
compared to peer group levels to ascertain the reasonableness of the estimate.

         At December 31, 2004, the "low" and "high" allowance determination
resulted in a "low" allowance of .81% of loans and a "high" allowance of 1.16%
of loans. The actual allowance for loan losses was 1.00% of loans.

         The provision for loan losses was $150,838 during the year ended
December 31, 2004 as compared to $134,529 for the year ended December 31, 2003,
a 12.1% increase. The increase in provision for loan losses was proportional to
the 12.5% increase in loans outstanding during 2004.

         The allowance for loan losses represents 1.00% and 1.02% of loans
receivable at December 31, 2004 and December 31, 2003, respectively. CN Bancorp,
Inc. has no exposure to foreign countries or foreign borrowers. Management
believes that the allowance for loan losses is adequate for each period
presented.

         The table below sets forth the period end loans receivable balances and
summarizes CN Bancorp, Inc.'s loan loss experience for the periods presented as
well as certain ratios related to net charge-offs and the allowance for loan
losses (ALL) as a percent of the total loan portfolio. The majority of the 2004
and 2003 charge-offs related to one commercial loan account.

                                     SUMMARY OF LOAN LOSS EXPERIENCE

                                                Year Ended December 31,
                                                ----------------------
                                                   2004          2003
                                                ---------     ---------
Allowance for loan losses:
Beginning balance
                                                $ 720,000       745,000
   Charge-offs:
      Commercial loans                            (49,146)     (167,514)
      Consumer loans                              (40,905)      (26,261)
                                                ---------     ---------
                                                  (90,051)     (193,775)
                                                ---------     ---------
   Recoveries:
      Commercial loans                              6,491        27,000
      Consumer loans                               12,722         7,246
                                                ---------     ---------
                                                   19,213        34,246
                                                ---------     ---------
   Net charge-offs                                (70,838)     (159,529)
                                                ---------     ---------
   Provision for loan losses
                                                  150,838       134,529
                                                ---------     ---------
Ending balance                                  $ 800,000       720,000
                                                =========     =========
Ratios:
Net charge-offs to average loans                     0.09%         0.25%
Net charge-offs to provision for loan losses        46.96%       118.58%
Allowance for loan losses to loans receivable        1.00%         1.02%



         The table below presents information regarding non-performing loans at
December 31, 2004 and 2003.


                                       10
<PAGE>


                                               NON-PERFORMING LOANS

                                            December 31,   December 31,
                (In thousands)                  2004          2003
                                              ---------    ---------

Non-accruing loans
                                              $      51       111
Accruing loans past due 90 days or longer
                                              ---------    ---------
  Total non-performing loans
                                              $      51       111
                                              =========    =========
Non-accruing loans:
  Interest income not recorded on non-
     accruing loans
                                              $       4         6
  Interest income included in net income
     for period on non-accruing loans              --        --
collections

Ratios:
  Non-performing loans to total loans              0.06%     0.16%
  Non-performing loans to total assets             0.04%     0.10%
  Allowance for loan losses to non-
     performing loans                          1,568.63%   648.65%
  Commitments to lend additional funds to
     non-performing loan customers                 --        --

Restructured loans:                                None      None


         The table below illustrates the estimated breakdown of the allowance
for loan losses as allocated to various segments of the loan portfolio.

<TABLE>
<CAPTION>

<S>                                       <C>               <C>              <C>             <C>

                                                ALLOWANCE FOR LOAN LOSSES BY CATEGORY

                                 -------------------------------- --------------------------------
                                        December 31, 2004                December 31, 2003
                                 -------------------------------- --------------------------------
                                                    % of Loans in                    % of Loans in
                                      Allocated   each Category to     Allocated   each Category to
                                      Allowance      Total Loans       Allowance      Total Loans
                                       Amount        Receivable         Amount        Receivable
     (In thousands)
     Consumer loans                       $ 48              5.1%             51              5.9%
     Home Equity loans                      24             10.2%             21              6.6%
     Real estate loans                     289             60.9%            276             60.7%
     Commercial loans                      401             23.8%            352             26.8%
     Unallocated to loan type               38                --             20                --
                                 -------------------------------- --------------------------------
                                          $800            100.0%            720            100.0%
                                 ================================ ================================

</TABLE>



Non-interest Income

         Non-interest income consisted primarily of fees and charges from
depository accounts, increases in cash surrender value of life insurance
policies, gains on sale of securities and other income. Non-interest income
increased $56,670 or 6.3%, to $950,177 for the year ended December 31 2004 as
compared to $893,507 during 2003. This increase was primarily attributable to
the increase in fees earned under an overdraft privilege program, continued
increases in the number of customer accounts, usage of debit cards by customers
and the use of owned ATM machines by non-customers. Also contributing to the
increase in income in 2004 was commission revenue in the amount of $12,150
earned on security and annuity agency transactions under the Company's new
CountyVest program. Net losses on sales of the Company's investment securities
was $306 in 2004 compared to net gains on sales of securities of $43,652 in
2003.



                                       11
<PAGE>


Non-interest Expense

         Non-interest expense was $4,391,176 during the year ended December 31,
2004 representing an increase of $609,491 or 16.1%, as compared to $3,781,685
during 2003. Non-interest expenses increased primarily because County National
Bank opened a new branch in Millersville, Maryland in January 2004 causing
additional expenses (employee compensation, rent, asset depreciation,
maintenance, etc) during 2004 versus 2003. Also, in connection with the opening
of the new branch, marketing efforts were increased with accompanying additional
expenses. The expense category comprising the largest increase in 2004 was
compensation and related benefits, which increased by $322,435 or 16.4% to
$2,286,623 during 2004 as compared to $1,964,188 in 2003. Staffing of the new
branch in Millersville, normal salary increases, commission and salary expense
related to the new agency security transaction service (CountyVest), as well as
increases in benefit expenses resulting from additional benefits were the
reasons for the compensation and related benefit expense increase in 2004 as
compared to 2003.

Income Taxes

         Income tax expense was $297,197 (33.8% of pre-tax net income) for the
year ended December 31, 2004 as compared to $221,542 (32.2% of pre-tax net
income) for 2003. The increase in the effective tax rate in 2004 versus 2003
reflects higher state income taxes because the amount of state tax-exempt
interest income became a smaller portion of income before income taxes in 2004
as compared to 2003.

ASSET/LIABILITY MANAGEMENT

         A principal objective of CN Bancorp, Inc.'s asset/liability management
policy is to minimize exposure to changes in interest rates by an ongoing review
of the maturity and re-pricing of interest-earning assets and interest-bearing
liabilities. The asset/liability committee and the executive committee of the
board of directors of County National Bank oversee this review.

         The executive committee establishes policies to control interest rate
sensitivity. Interest rate sensitivity is the volatility of a bank's earnings
resulting from movements in the market interest rates. Management monitors rate
sensitivity in order to reduce vulnerability to interest rate fluctuations while
maintaining adequate capital levels and acceptable levels of liquidity. Monthly
financial reports provide management with information to evaluate and manage
rate sensitivity and adherence to policy. CN Bancorp, Inc.'s asset/liability
policy's goal is to manage assets and liabilities in a manner that stabilizes
net interest income and net economic value within a broad range of interest rate
environments. Adjustments to the mix of assets and liabilities are made
periodically in an effort to achieve dependable, steady growth in net interest
income regardless of the behavior of interest rates in general.

         As part of the interest rate risk sensitivity analysis, the
asset/liability committee examines the extent to which CN Bancorp, Inc.'s assets
and liabilities are interest rate sensitive and monitors the interest rate
sensitivity gap. An interest rate sensitive asset or liability is one that,
within a defined time period, either matures or experiences an interest rate
change in line with general market rates. The interest rate sensitivity gap is
the difference between interest-earning assets and interest-bearing liabilities
scheduled to mature or re-price within such time period. A gap is considered
positive when the amount of interest rate sensitive assets exceeds the amount of
interest rate sensitive liabilities. A gap is considered negative when the
amount of interest rate sensitive liabilities exceeds the interest rate
sensitive assets. During a period of rising interest rates, a negative gap would
tend to adversely affect net interest income, while a positive gap would tend to
result in an increase in net interest income. During a period of declining
interest rates, a negative gap would tend to result in an increase in net
interest income, while a positive gap would tend to adversely affect net
interest income. If re-pricing of assets and liabilities were equally flexible
and moved concurrently, the impact of any increase or decrease in interest rates
on net interest income would be minimal.

         CN Bancorp, Inc. currently has a negative gap over the short term,
which suggests that the net yield on interest bearing assets and liabilities may
decrease during periods of rising interest rates. However, a simple interest
rate "gap" analysis by itself may not be an accurate indicator of how net
interest income will be affected by changes in interest rates. Income associated
with interest-earning assets and costs associated with interest-bearing
liabilities may not be affected uniformly by changes in interest rates. In
addition, the magnitude and duration of changes in interest rates may have a
significant impact on net interest income. Although certain assets and
liabilities may have similar maturities or periods of re-pricing, they may react
in different degrees to changes in market interest rates.




                                       12
<PAGE>


Interest rates on certain types of assets and liabilities fluctuate in advance
of changes in general market interest rates, while interest rates on other types
may lag behind changes in general market rates. In the event of a change in
interest rate, prepayment and early withdrawal levels also could deviate
significantly from those assumed in calculating the interest-rate gap. The
ability of many borrowers to service their debts also may decrease in the event
of an interest rate increase.

         The table below presents CN Bancorp, Inc.'s interest rate sensitivity
at December 31, 2004. The table is based upon the earlier of the assets and
liabilities re-pricing date or their maturity date.


<TABLE>
<CAPTION>

<S>                               <C>                                                                    <C>
                      RATE SENSITIVITY ANALYSIS

                                                        December 31, 2004
                                              ----------------------------------

                                      0-3           4-6         7-12         >1&<5
(in thousands)                      Months         Months       Months       Years      5 YRS +         Total
                               -------------  ----------- ------------  ---------- -------------  -------------
Assets
Federal funds sold                $   7,110       -            -            -           -                7,110
Interest bearing deposits             3,453       -            -              934       -                4,387
Securities, at cost                 -             -             4,009      29,255         3,531         36,795
Loans                                20,373        3,933       10,810      39,520         5,059         79,695
Bank-owned life insurance                          1,338                                                 1,338
                               -------------  ----------- ------------  ---------- -------------  -------------
Total                                30,936        5,271       14,819      69,709         8,590        129,325
                               -------------  ----------- ------------  ---------- -------------  -------------
Liabilities
Savings/Money
 Market/NOW                       $  52,711       -            -            -           -               52,711
Certificates of deposit               7,123        5,018        3,757      20,623       -               36,521
Repurchase agreements                   523       -            -            -           -                  523
                               -------------  ----------- ------------  ---------- -------------  -------------
Total                                60,357        5,018        3,757      20,623       -               89,755
                               -------------  ----------- ------------  ---------- -------------  -------------

GAP:
Period                            $(29,421)          253       11,062      49,086         8,590         39,570
                               =============  =========== ============  ========== =============  =============
Cumulative                                     $(29,168)     (18,106)      30,980        39,570
                                              =========== ============  ========== =============

</TABLE>




LIQUIDITY

         Liquidity represents CN Bancorp, Inc.'s ability to efficiently manage
cash flows to support the lending activities and the requirements of depositors.
Liquidity is essential to fund fluctuations in the balance sheet and provide
funds for growth. Liquidity needs may be met by converting assets into cash or
obtaining sources of additional funding.

         Liquidity, which generally is maintained in cash and amounts due from
banks and federal funds sold, totaled $9,868,815 at December 31, 2004 compared
to $10,945,679 at December 31, 2003. Additional sources of asset liquidity
include funds held in time deposits and cash flow from the investment and loan
portfolios. Liquidity needs may also be met by selling securities available for
sale, selling loans, raising additional capital or borrowing funds. At December
31, 2004, available for sale debt securities totaled $26,214,112 as compared to
$17,505,600 at December 31, 2003.

         Liability liquidity sources include attracting deposits at competitive
rates. In addition, County National Bank has established a three million dollar
line of credit with a correspondent commercial bank as a reliable source for
short-term funds. Borrowing under this line would be collateralized by
securities in the investment portfolio. County National Bank has never borrowed
funds under this facility.



                                       13
<PAGE>


         The Company has sufficient liquidity to meet its loan commitments as
well as fluctuations in deposits. Maturing certificates of deposit are usually
retained as we offer competitive rates on certificates of deposit. Management is
not aware of any demands, trends, commitments, or events that would result in
the Company's inability to meet anticipated or unexpected liquidity needs.

         CN Bancorp, Inc. is a single bank holding company with no current
business operations other than managing its investment in County National Bank,
investing in loan participations from County National Bank and holding cash. CN
Bancorp, Inc. pays its expenses from cash received from its loan participation
portfolio, stock sales and from dividends, if any, from County National Bank.
County National Bank may only pay dividends to CN Bancorp, Inc. if it complies
with certain regulatory requirements.

CAPITAL ADEQUACY

         The Company and the Bank are required to maintain capital ratios in
accordance with guidelines adopted by the federal banking regulators. These
guidelines are commonly known as Risk Based Capital Guidelines. Under these
guidelines, banks are rated as "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized" based upon its capital levels. Banks that are classified as
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized" are subject to increased regulatory oversight.

         Risk-based capital standards require a bank to have Tier 1 capital of
at least 4% and total capital (including Tier 1 capital) of at least 8% of
risk-weighted assets to be considered "adequately capitalized." The standards
require a bank to have Tier 1 capital of at least 6% and total capital
(including Tier 1 capital) of at least 10% of risk-weighted assets to be
considered "well capitalized." Tier 1 capital includes common stockholders'
equity, plus the net unrealized depreciation (or less the unrealized net
appreciation) on securities available for sale, net of tax, less intangible
assets.

         The table below presents the Company's and the Bank's risk-based
capital ratios and leverage ratio to the minimum regulatory requirements for the
indicated periods.

<TABLE>
<CAPTION>

<S>                                <C>                <C>                   <C>

                                               RISK-BASED CAPITAL RATIOS

                                                                                 Minimum Ratios
                                                                   -------------------------------------------

                                December 31,       December 31,      To be "Adequately         To be "Well
                                    2004               2003             Capitalized"          Capitalized"
                             ------------------- ----------------- -----------------------  ------------------
         Total capital:
           Company                 19.0%              19.6%                 8.0%                   N/A
           Bank                    13.9%              14.6%                 8.0%                  10.0%
         Tier I
           Company                 18.1%              18.6%                 4.0%                   N/A
           Bank                    12.9%              13.6%                 4.0%                  6.0%
         Leverage Total
           Company                 11.2%              12.3%                 4.0%                   N/A
           Bank                     7.8%               8.9%                 4.0%                  5.0%

</TABLE>


         At December 31, 2004 and 2003, CN Bancorp, Inc. exceeded the capital
requirements necessary to be considered a "well capitalized" financial
institution under federal regulations.

EFFECTS OF INFLATION

         CN Bancorp, Inc.'s asset and liability structure is primarily monetary
in nature. As such, asset and liability values tend to move in concert with
inflation. Changes in interest rates may have a more significant impact on
financial performance than the effects of the general levels of inflation.
Interest rates do not necessarily move in the same direction or at the same
magnitude as prices of other goods and services, and may frequently reflect



                                       14
<PAGE>

government policy initiatives or economic factors not measured by price index.
As previously discussed, CN Bancorp, Inc. strives to manage its interest
sensitive assets and liabilities in order to offset the effects of rate changes
and inflation.


OFF-BALANCE SHEET ARRANGEMENTS

         Standby letters of credit are conditional commitments issued by County
National Bank to guarantee the performance of a customer to a third party. The
credit risk involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers. County National Bank
holds collateral supporting those commitments for which collateral is deemed
necessary. County National Bank has not been required to perform on any
financial guarantees and has not incurred any losses on its commitments. The
issuance of letters of credit is not a significant activity of County National
Bank. Outstanding letters of credit at December 31, 2004 total $1,985,033
($2,172,057 at December 31, 2003).

         Commitments to extend credit are agreements to lend funds to customers
as long as there are no violations of any condition established in the loan
contracts. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The
Bank evaluates each customer's credit worthiness on a case-by-case basis. The
amount of collateral obtained, if it is deemed necessary by County National Bank
upon extension of credit, is based on management's credit evaluation of the
customer. Collateral held varies but may include real estate (commercial and
consumer property), accounts receivable, inventory, plant and equipment as well
as income producing properties. Commitments to extend credit total $10,523,924
at December 31, 2004 ($9,156,931 at December 31, 2003). We believe that we have
adequate resources to fund all loan commitments.

         County National Bank has entered into leases for its branches and
office space, most of which contain renewal options. The minimum net
noncancelable future rental commitments at December 31, 2004 were as follows:

                      Year Ending
                     December 31,
                     -------------
                         2005             $221,544
                         2006              133,829
                         2007               61,026
                         2008               25,455
                                        ===========


         With the exception of the foregoing, the Company has no off-balance
sheet arrangements, as defined, that have or are reasonably likely to have, a
current or future effect on its financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.


FINANCIAL STATEMENTS

The audited financial statements for CN Bancorp, Inc. for the years ended
December 31, 2004 and 2003 follow.




                                       15
<PAGE>



[Letterhead]



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors
CN Bancorp, Inc.
Glen Burnie, Maryland

         We have audited the accompanying consolidated statements of financial
condition of CN Bancorp, Inc. and Subsidiary, as of December 31, 2004 and 2003,
and the related consolidated statements of operations, comprehensive income,
stockholders' equity and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

         We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CN Bancorp,
Inc. and Subsidiary, as of December 31, 2004 and 2003 and the consolidated
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.




/s/ Beard Miller Company LLP

Baltimore, Maryland
February 8, 2005





                                       16
<PAGE>


<TABLE>
<CAPTION>

<S>                                                                           <C>                      <C>

                                                    CN BANCORP, INC. AND SUBSIDIARY
                                            CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                                      December 31, 2004 and 2003


                                                                                2004                   2003
                                                                           ----------------       ---------------
                                 ASSETS

Cash and due from banks                                                       $  2,759,279             4,163,586
Federal funds sold                                                               7,109,536             6,782,093
                                                                           ----------------       ---------------
   Cash and cash equivalents                                                     9,868,815            10,945,679
Interest bearing deposits                                                        4,387,283             2,862,991
Investment securities - available for sale (Note 2)                             26,214,112            17,505,600
Investment securities - held to maturity (Note 2)                               10,359,122             8,208,601
Other securities (Note 2)                                                          737,900               641,500
Loans receivable, net of allowance for loan losses of $800,000 in 2004
   and $720,000 in 2003 (Note 3)                                                78,894,775            70,158,853
Property, equipment and leasehold improvements, net (Note 4)                     4,179,185             4,052,534
Cash surrender value of life insurance policies                                  1,337,917             1,293,665
Other assets                                                                       891,856               768,882
                                                                           ----------------       ---------------

             Total Assets                                                     $136,870,965           116,438,305
                                                                           ================       ===============

                               LIABILITIES

Deposits (Note 5)                                                             $119,310,484            99,309,796
Securities sold under agreements to repurchase (Note 6)                            522,540             1,452,972
Official checks                                                                    890,654             1,210,862
Accounts payable and accrued expenses                                              452,432               328,253
                                                                           ----------------       ---------------
Total Liabilities                                                              121,176,110           102,301,883
                                                                           ----------------       ---------------

Commitments (Note 9)

                STOCKHOLDERS' EQUITY (Notes 7, 8 and 10)

  Preferred stock - $.01 par value; authorized 5,000,000 shares.
     Issued and outstanding: none at December 31, 2004 and 2003                   -                     -
  Common stock - $10 par value; authorized 5,000,000 shares.
     Issued and outstanding: 1,384,565 shares at December 31,
     2004 and 1,264,745 at December 31, 2003                                    13,845,652            12,647,450
  Additional paid in capital                                                       917,340               705,730
  Retained earnings                                                              1,078,002               781,891
  Accumulated other comprehensive income (loss):
        Unrealized gains (losses) on securities available for sale               (146,139)                 1,351
                                                                           ----------------       ---------------
             Total Stockholders' Equity                                         15,694,855            14,136,422
                                                                           ----------------       ---------------

  Total Liabilities and Stockholders' Equity                                  $136,870,965           116,438,305
                                                                           ================       ===============



The Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>
                                       17
<PAGE>



<TABLE>
<CAPTION>

<S>                                                                               <C>                  <C>

                                                    CN BANCORP, INC. AND SUBSIDIARY
                                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                            For the years ended December 31, 2004 and 2003


                                                                                   2004                 2003
                                                                               --------------        ------------
Interest income:
   Interest and fees on loans                                                     $4,518,687           4,110,264
   Federal funds sold                                                                167,907             119,946
   Interest bearing deposits                                                          69,764              34,545
   Securities                                                                        957,945             698,604
                                                                               --------------        ------------
                                                                                   5,714,303           4,963,359
                                                                               --------------        ------------
Interest expense:
   Certificates of deposit of  $100,000 or more                                      297,713             289,230
   Other deposits                                                                    929,073             941,667
   Repurchase agreements                                                              16,215              20,222
   Note payable                                                                            -               2,563
                                                                               --------------        ------------
                                                                                   1,243,001           1,253,682
                                                                               --------------        ------------

             Net interest income                                                   4,471,302           3,709,677

Provision for loan losses (Note 3)                                                   150,838             134,529
                                                                               --------------        ------------
            Net interest income after provision for loan losses                    4,320,464           3,575,148
                                                                               --------------        ------------

Other income:
    Fees and service charges from depository accounts                                793,650             729,830
    Other income                                                                     112,581              62,921
    Increase in cash surrender value of life insurance policies                       44,252              57,104
    Gain (loss) on sale of securities                                                  (306)              43,652
                                                                               --------------        ------------
                                                                                     950,177             893,507
                                                                               --------------        ------------

Operating expenses:
   Compensation and related expenses                                               2,286,623           1,964,188
   Occupancy expense                                                                 411,008             312,143
   Depreciation and amortization                                                     404,726             343,496
   Consulting expense                                                                 83,031              87,515
   Data processes expense                                                            190,317             167,646
   Director fees                                                                      72,150              77,550
   Marketing expense                                                                 114,231              92,433
   Equipment maintenance costs                                                       114,954              97,646
   Electronic funds transfer fees                                                     78,673              53,982
   Stationery and office supplies                                                     89,550              83,314
   Other operating expenses                                                          545,913             501,772
                                                                               --------------        ------------
                                                                                   4,391,176           3,781,685
                                                                               --------------        ------------
             Income before income taxes                                              879,465             686,970
Income tax expense (Note 11)                                                         297,197             221,542
                                                                               --------------        ------------
             NET INCOME                                                           $  582,268             465,428
                                                                               ==============        ============

Basic earnings per share                                                          $      .43          $      .48
                                                                               ==============        ============
Diluted earnings per share                                                        $      .40          $      .38
                                                                               ==============        ============
Dividends declared                                                                $      .21          $      .12
                                                                               ==============        ============

The Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>



                                       18
<PAGE>





                                   CN BANCORP, INC.
                    CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                    For the years ended December 31, 2004 and 2003


                                                    2004               2003
                                                -------------       -----------

   Net income                                       $582,268           465,428

     Change in unrealized gains and
     (losses) on securities available for sale      (223,776)          (35,535)
     Tax effect                                       76,084            12,082
                                                -------------       -----------
            Net                                     (147,692)          (23,453)
                                                -------------       -----------

    Reclassification adjustment for (gains)
    losses included in net income                        306           (43,652)
    Tax effect                                          (104)           14,861
                                                -------------       -----------
            Net                                          202           (28,791)
                                                -------------       -----------

                                                -------------       -----------
   Other comprehensive loss                         (147,490)          (52,244)
                                                -------------       -----------

                                                -------------       -----------
        Total comprehensive income                  $434,778           413,184
                                                =============       ===========

The Notes to Consolidated Financial Statements are an integral part of these
statements.




                                       19
<PAGE>

<TABLE>
<CAPTION>

<S>              <C> <C>                    <C>                   <C>             <C>                   <C>            <C>

                                                     CN BANCORP, INC. AND SUBSIDIARY
                                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                            For the years ended December 31, 2004 and 2003


                                                                                                Accumulated
                                                              Additional                           Other
                                             Common             Paid in        Retained        Comprehensive
                                              Stock             Capital        Earnings        Income (Loss)           Total
                                          --------------      ------------    ------------   -------------------    -------------

Balance December 31, 2002                   $ 8,600,000           (99,521)        441,150               53,595         8,995,224

  Net income in 2003                                                              465,428                                465,428

  Change in unrealized gains and
     losses on securities available for                                                                (52,244)          (52,244)
sale

  Proceeds from sale of common stock,
     net of offering costs of $350,025        1,383,150           272,391                                              1,655,541

  Proceeds from warrant exercises             2,664,300           532,860                                              3,197,160

  Dividends ($.12 per share)                                                     (124,687)                              (124,687)
                                          --------------      ------------    ------------   -------------------    -------------
Balance December 31 2003                    $12,647,450           705,730         781,891                1,351       14,136,422
                                          --------------      ------------    ------------   -------------------    -------------

  Net income in 2004                                                              582,268                                582,268

  Change in unrealized gains and
     losses on securities available for                                                               (147,490)         (147,490)
sale

  Proceeds from warrant exercises             1,118,000           183,600                                              1,301,600

  Sale of common stock under the
     Dividend Reinvestment and Stock
     Purchase Plan                               53,352            22,667                                                 76,019

  Sale of common stock under the
     Employee Stock Purchase Plan                26,850             5,343                                                 32,193

  Dividends ($.21 per share)                                                     (286,157)                              (286,157)
                                          --------------      ------------    ------------   -------------------    -------------
Balance December 31, 2004                   $13,845,652           917,340       1,078,002             (146,139)       15,694,855
                                          ==============      ============    ============   ===================    =============


The Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>




                                       20
<PAGE>




<TABLE>
<CAPTION>

<S>                                                              <C>                  <C>


                           CN BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                   For the years ended December 31, 2004 and 2003

                                                                      2004           2003
                                                                 ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                       $    582,268         465,428
Adjustments to reconcile net income to net cash
   provided by operations:
   Depreciation and amortization                                      404,726         343,496
   Loss (gain) on sale of securities                                      306         (43,652)
   Deferred income taxes                                              (16,446)          8,692
   Provision for loan losses                                          150,838         134,529
   Increase in cash surrender value of life insurance policies        (44,252)        (57,104)
   Decrease (increase) in other assets                                (30,548)        157,993
   Increase in other liabilities                                      106,738          74,876
   Increase (decrease) in official checks                            (320,208)        601,760
   Amortization of premiums and discounts                              30,816          41,849
                                                                 ------------    ------------
Net cash provided  by operating activities                            864,238       1,727,867
                                                                 ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans                                              (8,886,760)     (6,925,409)
Increase in interest bearing deposits                              (1,524,292)       (937,113)
Investment in securities - available for sale                     (18,853,461)    (24,960,718)
Investment in securities - held to maturity                        (5,353,479)     (5,045,000)
Investment in other securities                                       (125,600)       (145,300)
Principal payments and redemption of securities                     7,131,890      11,807,704
Proceeds from sales of securities - available for sale              5,990,625       9,027,756
Purchase of property, equipment and leasehold improvements           (531,377)     (1,031,253)
                                                                 ------------    ------------
Net cash used by investing activities                             (22,152,454)    (18,209,333)
                                                                 ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits including interest credited               20,000,688       6,349,058
Net increase (decrease) in securities sold under agreements
  to repurchase                                                      (930,432)        465,462
Repayment of note payable                                                --          (250,000)
Sales of common stock, net of costs                                      --         1,655,541
Proceeds from warrant exercises                                     1,301,600       3,197,160
Sales of common stock under Dividend Reinvestment Plan                 76,019            --
Sales of common stock under Employee Stock Purchase Plan               32,193            --
Dividends paid                                                       (268,716)       (112,545)
                                                                 ------------    ------------
Net cash provided by financing activities                          20,211,352      11,304,676
                                                                 ------------    ------------

 NET DECREASE IN CASH                                              (1,076,864)     (5,176,790)
 Cash at beginning of period                                       10,945,679      16,122,469
                                                                 ------------    ------------
 Cash at end of period                                           $  9,868,815      10,945,679
                                                                 ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid                                                    $  1,236,563       1,280,444
                                                                 ============    ============
Income taxes paid                                                $    316,300         217,883
                                                                 ============    ============


The Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>


                                       21
<PAGE>

                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  The Company and its Significant Accounting Policies

         CN Bancorp, Inc. (the Company) was incorporated in January, 1996 under
         the laws of the State of Maryland to serve as a bank holding company
         and formed County National Bank (the Bank) as a wholly owned
         subsidiary. The Company is registered as a bank holding company and the
         Bank is chartered as a national bank. The Bank opened on December 19,
         1996. The Company (as a bank holding company) and the Bank (as a
         nationally chartered bank) are subject to government supervision,
         regulations and control.

         The Bank's primary business activity is the solicitation and acceptance
         of deposits from within its market area and the use of such funds in
         loans and investments. The Bank is subject to competition from other
         financial institutions and financial service companies.

         Principles of Consolidation
         ---------------------------

         The consolidated financial statements include the accounts of the
         Company and its wholly owned subsidiary, County National Bank. All
         inter-company accounts and transactions have been eliminated in
         consolidation.

         Use of Estimates
         ----------------

         The financial statements have been prepared in conformity with
         accounting principles generally accepted in the United States of
         America. The preparation of the financial statements requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosures of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenue and expenses during the reporting period.
         Actual results could differ significantly from those estimates.
         Material estimates that are particularly susceptible to significant
         change in the near-term relate to the determination of the allowance
         for loan losses. See below for a discussion of the determination of
         that estimate.

         Securities Available for Sale
         -----------------------------

         Available-for-sale securities consist of bonds and notes not classified
         as trading securities or as held-to-maturity securities. These
         securities are reported at their fair value with the unrealized holding
         gains and losses, net of tax, reported as a net amount in a separate
         component of stockholders' equity until realized. Gains and losses on
         the sale of available-for-sale securities are determined using the
         specific identification method. Premiums and discounts are recognized
         in interest income using the interest method over the period to
         maturity.

         Declines in the fair value of individual held-to-maturity and
         available-for-sale securities below their cost that are other than
         temporary would result in write-downs of the individual securities to
         their fair value. In estimating other-then-temporary impairment losses,
         management considers (1) the length of time and the extent to which the
         fair value has been less than cost, (2) the financial condition and
         near-term prospects of the issuer, and (3) the intent and ability of
         the Company to retain its investment in the issuer for a period of time
         sufficient to allow for any anticipated recovery in the fair value. The
         related write-downs would be included in earnings as realized losses.

         Securities Held to Maturity
         ---------------------------

         Securities for which the Company has the positive intent and ability to
         hold to maturity are reported at cost, adjusted for premiums and
         discounts that are recognized in interest income using the interest
         method over the period to maturity. A charge to operations would occur
         if the fair value of the securities declines below cost and the
         Company's intention or ability to hold the securities to maturity
         changes.

         Other Securities
         ----------------

         As a member of the Federal Reserve Bank of Richmond (Federal Reserve)
         and the Federal Home Loan Bank of Atlanta (FHLB), the Company is
         required to acquire and hold stock in these entities. Ownership of
         stock in these entities is restricted to members and can only be sold
         to and acquired from the respective entities at par. The



                                       22
<PAGE>

                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  The Company and its Significant Accounting Policies - Continued

         Company also owns stock in Atlantic Central Bankers Bank (ACBB) and
         Maryland Financial Bank (MFB), banks that generally offers product and
         services only to other banks. Ownership of the ACBB shares is
         restricted to banks, and there is no active market for the ACBB or the
         MFB shares. As there is no readily determinable fair value for these
         securities, they are carried at cost.

         Loans and Allowance for Loan Losses
         -----------------------------------

         Loans receivable that management has the intent and ability to hold for
         the foreseeable future or until maturity or pay-off are reported at
         their outstanding principal balance adjusted for any charge-offs, the
         allowance for loan losses and any unamortized deferred fees, costs,
         premiums and discounts. Loan origination fees and certain direct
         origination costs are capitalized and recognized as an adjustment of
         the yield of the related loan.

         The accrual of interest on loans is discontinued when, in management's
         opinion, the full collection of principal or interest is in doubt, or a
         scheduled loan payment has become over ninety days past due, unless the
         obligation is well secured and in the process of collection. When a
         payment is received on a loan on non-accrual status, the amount
         received is allocated to principal and interest in accordance with the
         contractual terms of the loan.

         The Company determines and recognizes impairment of loans in accordance
         with the provisions of Statement of Financial Accounting Standards No.
         114, Accounting for Creditors for Impairment of a Loan as amended by
         Statement 118, Accounting for Creditors for Impairment of a Loan -
         Income Recognition and Disclosures. A loan is determined to be impaired
         when, based on current information and events, it is probable that the
         Company will be unable to collect all amounts due according to the
         contractual terms of the loan agreement. A loan is not considered
         impaired during the period of delay in payment if the Company expects
         to collect all amounts due, including past-due interest. An impaired
         loan is measured at the present value of its expected future cash flows
         discounted at the loan's effective interest rate or at the loan's
         observable market price or the fair value of the collateral if the loan
         is collateral dependent. Statement No. 114 is generally applicable to
         all loans except large groups of smaller- balance homogeneous loans
         that are evaluated collectively for impairment. Interest payments
         received are recognized as interest income or, if ultimate
         collectibility of principal is in doubt, are applied to principal.

         The allowance for loan losses is increased by charges to income and
         decreased by charge-offs (net of recoveries). Management's periodic
         determination and evaluation of the adequacy of the allowance assesses
         various factors including inherent losses in all significant loans;
         known deterioration in concentrations of credit, certain classes of
         loans or collateral; historical loss experiences; results of
         independent reviews of loan quality and the allowance for loan losses;
         trends in portfolio quality, maturity and composition; volumes and
         trends in delinquencies and non-accrual loans, risk management policies
         and practices; lending policies and procedures; economic conditions and
         downturns in specific local industries; and the experience and quality
         of lending management and staff. Estimated losses in the portfolio are
         determined by applying loss ratios to loan categories, other than
         impaired loans and loans considered substandard or doubtful, which are
         evaluated separately, to determine loss estimates. Until the second
         quarter of 2004, the Company relied upon peer group loss ratios in its
         allowance calculations because of its relatively short operating
         history, which began in 1996. The Company believes its experience is
         now sufficient for it to rely primarily upon its loss history and the
         other factors described above, rather than on peer losses, and amended
         its methodology accordingly. This amended methodology did not produce
         any significant change in the allowance for loan losses or resultant
         provision for loan losses.

         The determination of the allowance for loan losses involves the use of
         various subjective estimates by management and may result in over or
         under estimations of the amount of inherent losses in the loan
         portfolio. To review the adequacy of the allowance, on a least a
         quarterly basis, management analyzes the loan portfolio through risk
         ratings. Each loan, other than impaired loans and loans considered
         substandard or doubtful, which are evaluated separately, is assigned a
         risk rating and estimated "low" and "high" loss percentages are applied
         to the loans in each rating. Management determines the loss percentages
         based upon its best estimates considering losses incurred. The
         allowance for loan losses is compared to this "low" and "high" range to
         ascertain that it is situated within the range.


                                       23
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  The Company and its Significant Accounting Policies - Continued

         The allowance is also compared on at least a quarterly basis to peer
         group levels. Management believes that the recorded allowance for loan
         losses is appropriate.

         Property, Equipment and Leasehold Improvements
         ----------------------------------------------

         Property, equipment and leasehold improvements are stated at cost less
         accumulated depreciation and amortization. Depreciation is charged to
         operations over the estimated useful lives of the assets using the
         straight-line method. Leasehold improvements are amortized to
         operations over the shorter of the lease term (including renewal
         options) or the life of the improvement.

         Bank Owned Life Insurance
         -------------------------

         The Bank invests in bank owned life insurance (BOLI) as a source of
         funding for employee benefit expenses. BOLI involves the purchase of
         life insurance by the Bank on a select group of officers. The Bank is
         the owner and beneficiary of the policies. This life insurance is
         carried at the cash surrender value of the underlying policies. Income
         from the increase in the cash surrender value of the policies is
         included in other income.

         Transfers of Financial Assets
         ------------------------------

         Transfers of financial assets are accounted for as sales when control
         over the assets has been surrendered. Control over transferred assets
         is deemed to be surrendered when (1) the assets have been isolated from
         the Company, (2) the transferee obtains the right (free of conditions
         that constrain it from taking advantage of that right) to pledge or
         exchange the transferred assets, and (3) the Company does not maintain
         effective control over the transferred assets through an agreement to
         repurchase them before their maturity.

         Securities Sold under Agreements to Repurchase
         ----------------------------------------------

         Securities sold under agreements to repurchase are accounted for as
         borrowings and recorded as a liability at the amount of the repurchase
         obligation. These transactions mature the next business day. The
         Company's repurchase obligations are secured by Company owned
         securities with market values exceeding the obligations. These
         securities are segregated from other, non-pledged securities.

         Deferred Income Taxes
         ---------------------

         Deferred income taxes are recognized for temporary differences between
         the financial reporting basis and the income tax basis of assets and
         liabilities based on enacted tax rates expected to be in effect when
         such amounts are realized or settled. Deferred tax assets are
         recognized only to the extent that it is more likely than not that such
         amounts will be realized based on consideration of available evidence.
         The effect on deferred tax assets and liabilities of a change in tax
         rates is recognized in income in the period that includes the enactment
         date.

         Concentration of Credit Risk
         ----------------------------

         The Company grants loans to customers primarily in its market area in
         Maryland. The concentration of credit by type of loan is set forth in
         Note 3 below. The debtors' ability to honor their contracts, including
         borrowing agreements, may be influenced by the economic conditions in
         the Company's lending area.

         The Company sells federal funds, which are not insured by the Federal
         Deposit Insurance Corporation, to two banking entities.



                                       24
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  The Company and its Significant Accounting Policies - Continued

         Comprehensive Income or Loss
         ----------------------------

         Unrealized gains and losses on available for sale securities, net of
         tax, are reported as a separate component of the equity section in the
         consolidated statement of financial condition. Changes in the net
         unrealized gains and losses are components of comprehensive income or
         loss and are not included in reported net income or loss.

         Advertising Costs
         -----------------

         The Company expenses advertising costs as incurred.

         Earnings Per Share
         ------------------

         Basic EPS is computed based upon income available to common
         shareholders and the weighted average number of common shares
         outstanding for the period. Diluted EPS reflects the potential dilution
         that could occur if securities or other contracts to issue common stock
         were exercised or converted into common stock or resulted in the
         issuance of common stock that would share in the earnings of the
         Company. The determination of the amount of common stock equivalents
         arising from warrants and options issued by the Company requires the
         use of the average market price of the common shares during the year.
         The Company's common shares are traded on the over-the -counter
         bulletin board (OTCBB) market. The volume of trading activity is light;
         therefore, management used the average closing prices for days in which
         trades occurred during the years ended December 31, 2004 and 2003 of
         $14.35 and $15.20 per share, respectively, to determine dilutive shares
         during 2004 and 2003.

         The weighted average number of common shares and dilutive securities
         (comprised of warrants and options) and resultant per share
         computations are as follows:
                                                      2004          2003
                                                  -----------   -----------
           Weighted average shares outstanding      1,358,954      961,686
           Common stock equivalents                   103,921      277,135
           Average common shares and equivalents    1,462,875    1,238,821
           Net income                              $  582,268   $  465,428
           Basic earnings per share                $      .43   $      .48
           Diluted earnings per share              $      .40   $      .38

         Stock Options
         -------------

         The Company has adopted the disclosure-only provisions of SFAS No.123
         "Accounting for Stock-Based Compensation" and SFAS No. 148 "Accounting
         for Stock-Based Compensation - Transition and Disclosure", but applies
         Accounting Principal Board Opinion (APB) No. 25, "Accounting for Stock
         Issued to Employees" and related interpretations in accounting for its
         Plans. No compensation expense related to the Plans was recorded in
         2004 or 2003. If the Company had elected to recognize compensation cost
         based on fair value at the grant acceptance dates for the option awards
         under the ESPP and SOP consistent with the method prescribed by SFAS
         No. 123, net income and earnings per share would have changed to the
         pro forma amounts as set forth below:

                                                         Year Ended
                                                        December 31,
                                                  2004               2003
                                              --------------     --------------

   Net income, as reported                         $582,268            465,428
   Less pro forma stock- based compensation
      expenses determined under fair value
      method, net of related taxes:
         ESPP options                                 5,431                  -
         SOP options                                101,614                  -
                                              --------------     --------------
   Pro forma net income                            $475,223            465,428
                                              ==============     ==============



                                       25
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  The Company and its Significant Accounting Policies - Continued

                                                        Year Ended
                                                       December 31,
          (Continued)                            2004               2003
                                             --------------     --------------

          Net income per share:
             Basic - as reported                      $.43                .48
             Basic - pro forma                         .35                .48
             Diluted - as reported                     .40                .38
             Diluted - pro forma                       .33                .38
                                             ==============     ==============


         The weighted average fair value of the stock options granted in
         December 2004 of $2.21 per option has been estimated using the
         Black-Scholes option-pricing model with the following assumptions:
         Dividend yield- 1.48%; risk free interest rate- 3.50% to 4.10%;
         expected volatility- 5% and average life- 4 to10 years. The average
         fair value of the stock purchase options issued under the Employee
         Stock Purchase Plan were valued at the purchase discount amount (15%)
         because of the short duration of the options (three months).

         Statement of Cash Flows
         -----------------------

         Cash and cash equivalents in the statement of cash flows include cash
         on hand, non-interest bearing amounts due from correspondent banks and
         the Federal Reserve and Federal funds sold.

         Reclassification
         ----------------

         Certain prior year's amounts have been reclassified to conform to the
         current year's method of presentation.


Note 2.  Investment Securities

         Investment securities are summarized as follows:

<TABLE>
<CAPTION>

<S>                                           <C>                                             <C>             <C>

        AVAILABLE-FOR- SALE SECURITIES
        ------------------------------
                                                                     Gross                 Gross            Estimated
                                               Amortized           Unrealized           Unrealized             Fair
                                                  Cost               Gains                Losses              Value
        December 31, 2004:
          Mortgage-backed securities          $ 4,759,959                     -               70,413          4,689,546
          U.S. Government agency
            Notes                              21,675,577                 2,655              153,666         21,524,566
                                         -----------------     -----------------     ----------------    ---------------
                                              $26,435,536                 2,655              224,079         26,214,112
                                         =================     =================     ================    ===============
        December 31, 2003:
          Mortgage-backed securities           $2,518,705                 3,012                8,342          2,513,375
          U.S. Government agency
            Notes                              14,984,848                39,923               32,546         14,992,225
                                         -----------------     -----------------     ----------------    ---------------
                                              $17,503,553                42,935               40,888         17,505,600
                                         =================     =================     ================    ===============

</TABLE>



                                       26
<PAGE>





Note 2.  Investment Securities - Continued

<TABLE>
<CAPTION>

<S>                                              <C>                                             <C>             <C>

                                                                       Gross                 Gross            Estimated
                                               Amortized             Unrealized           Unrealized             Fair
        (Continued)                               Cost                  Gains                Losses              Value
                                            -----------------     -----------------     ----------------    ---------------

        HELD-TO-MATURITY SECURITIES
        ---------------------------

        December 31, 2004:
          Mortgage-backed securities             $ 5,343,065                     -               64,531          5,278,534
          U.S. Government agency
             Notes                                 5,016,057                 5,266                1,945          5,019,378
                                            -----------------     -----------------     ----------------    ---------------
                                                 $10,359,122                 5,266               66,476         10,297,912
                                            =================     =================     ================    ===============

        December 31, 2003
          Mortgage-backed securities             $ 2,688,248                     -               24,688          2,663,560
          U.S. Government agency
             Notes                                 5,520,353                94,942                    -          5,615,295
                                            -----------------     -----------------     ----------------    ---------------
                                                 $ 8,208,601                94,942               24,688          8,278,855
                                            =================     =================     ================    ===============

</TABLE>


         During 2004 the Company sold available for sale securities with a cost
         of $5,990,931 for $5,990,625 realizing gross loss on the sales of $306.
         During 2003 the Company sold available for sale securities with a cost
         of $8,984,104 for $9,027,756 realizing gross gains on the sales of
         $43,652.

         Securities with a carrying value of $528,989 (cost of $532,044 and fair
         value of $523,731) are pledged to customers under repurchase agreements
         at December 31, 2004. Securities with a carrying value of $250,769
         (cost of $250,769 and fair value of $251,650) are pledged to a local
         municipality as partial security for performance letters of credit
         issued for the benefit of the municipality.

         The stated maturity of securities available-for-sale and
         held-to-maturity are as follows at December 31, 2004:

<TABLE>
<CAPTION>

<S>                    <C>                        <C>                  <C>               <C>                 <C>

                                                      Available-for-Sale                     Held-to-Maturity
                                              -----------------------------------    ---------------------------------
                                                 Amortized             Fair            Amortized             Fair
                                                   Cost               Value              Cost               Value
                                              ----------------    ---------------    --------------     ---------------
        Matures within 1 year                     $ 3,000,657          2,987,198         1,008,141           1,009,371
        Matures after 1 through 5 years            18,674,920         18,537,368         4,007,916           4,010,007
                                              ----------------    ---------------    --------------     ---------------
                                                   21,675,577         21,524,566         5,016,057           5,019,378
        Mortgage-backed securities                  4,759,959          4,689,546         5,343,065           5,278,534
                                              ----------------    ---------------    --------------     ---------------
                                                  $26,435,536         26,214,112        10,359,122          10,297,912
                                              ================    ===============    ==============     ===============

</TABLE>



         Below is a schedule of securities with unrealized losses at December
         31, 2004. There are no continuous unrealized losses existing for
         greater than twelve months on any security at December 31, 2004.
         Unrealized losses (and unrealized gains) are the result of interest
         rate levels differing from those existing at the time of securities'
         acquisition and, as to mortgage backed securities, actual and estimated
         prepayment speeds. These unrealized losses are considered temporary as
         they reflect fair values on December 31, 2004 and are subject to change
         daily as interest rates fluctuate. The Company has the intent and the
         ability to hold the securities to the maturity of the securities or the
         time required for the value of the securities to equal or exceed their
         cost.



                                       27
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2.  Investment Securities - Continued

                                                  Continuous Unrealized Losses
                                                    for Less than 12 Months
                                                --------------------------------
                                                                     Unrealized
                      Security                    Fair Value           Losses
                      -------                     ----------         -----------

 Mortgage-backed securities (12 securities)         $ 9,968,081          134,944
 U.S. Government agency Notes (17 securities)        17,555,800          155,611
                                                ----------------     -----------
                                                    $27,523,881          290,555
                                                ================     ===========

         Other Securities
         ----------------

         As a requirement for membership in the Federal Reserve and the FHLB,
         the Company is required to acquire and hold stock in these entities.
         The amount of stock that the Company is required to own is determined
         by separate formulas used by each entity. The Company also voluntarily
         acquired stock in ACBB and MFB. The Company records the Federal
         Reserve, FHLB, ACBB and MFB shares at cost. Investment in the shares of
         these entities is as follows:

                                                     December 31,
                                             -----------------------------
                                                2004             2003
                                             -----------      ------------
         Federal Reserve Bank of
             Richmond Stock                    $282,000           282,000
         Federal Home Loan Bank
            of Atlanta stock                    230,900           184,500
         Atlantic Central Bankers
            Bank stock                           75,000            75,000
        Maryland Financial Bank
             Stock                              150,000           100,000
                                             -----------      ------------
                                               $737,900           641,500
                                             ===========      ============


Note 3.  Loans and Allowance for Loan Losses

         The Bank grants commercial and consumer loans to customers primarily in
         its market area of Anne Arundel County in Maryland. The principal
         categories of the loan portfolio are as follows:

<TABLE>
<CAPTION>

<S>                                                  <C>               <C>

                                                            December 31,
                                                  ---------------------------------
                                                       2004              2003
                                                  ---------------    --------------
        Commercial loans                             $18,923,232       $18,953,973
        Consumer loans                                 4,100,899         4,196,873

        Real Estate loans:
             Commercial real estate                   31,501,717        24,070,527
             Residential real estate                  25,129,256        23,641,290
                                                  ---------------    --------------
                      Total real estate loans         56,630,973        47,711,817
                                                  ---------------    --------------

                         Total                        79,655,104        70,862,663
        Unearned income and deferred costs, net           39,671            16,190
        Allowance for loan losses                      (800,000)         (720,000)
                                                  ---------------    --------------
                                                     $78,894,775       $70,158,853
                                                  ===============    ==============

</TABLE>


                                       28
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 3.  Loans and Allowance for Loan Losses - Continued

         The allowance for loan losses activity for the years ended December 31,
2004 and 2003 is as follows:


                                                       2004          2003
                                                    -----------    ----------
    Balance at beginning of period                    $720,000       745,000

    Provision for loan losses                          150,838       134,529

    Less: Commercial loans charged off                  49,146       167,514
          Consumer loans charged off                    40,905        26,261
                                                    -----------    ----------
                                                        90,051       193,775
                                                    -----------    ----------

    Recoveries: Commercial loans                         6,491        27,000
                Consumer loans                          12,722         7,246
                                                    -----------    ----------
                                                        19,213        34,246
                                                    -----------    ----------

    Balance at end of period                          $800,000       720,000
                                                    ===========    ==========

         At December 31, 2004 CN Bancorp has two loans on non-accrual status
         which are in process of collection with carrying amounts totaling
         $51,027: (1) an impaired secured commercial loan in the amount of
         $1,000; and (2) a secured residential real estate loan in the amount of
         $50,027. The amount of the specific allowance for loan losses for these
         loans is $6,000 at December 31, 2004. Unrecognized interest on the
         loans at December 31, 2004 is approximately $4,000. CN Bancorp is not
         committed to lend funds to debtors whose loans are on non-accrual
         status or are considered impaired.

         At December 31, 2003 CN Bancorp had five loans on non-accrual status
         with carrying amounts totaling $110,931. The amount of the specific
         allowance for loan losses on these loans was $16,000 at December 31,
         2003 Unrecognized interest on the loans at December 31, 2003 was
         $5,981.

         At December 31, 2004 and 2003, the balance of commercial and real
         estate loans serviced by the Company for others under loan
         participation agreements was $1,936,034 and $1,155,075, respectively.

         Certain officers and directors (and companies in which they have a 10%
         or more beneficial ownership) have loans with the Bank. The activity of
         these loans during 2004 and 2003 is as follows:

                                                     2004             2003
                                                 -------------    -------------
   Total loans at beginning of year                $3,131,436        3,172,756
   New loans and funding during the year            2,075,864          948,308
   Repayments during the year                       (971,693)        (989,628)
                                                 -------------    -------------
   Total loans at end of year                      $4,235,607        3,131,436
                                                 =============    =============




                                       29
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 4.  Property, Equipment and Leasehold Improvements

         Property, equipment and leasehold improvements are as follows at
         December 31:

<TABLE>
<CAPTION>

<S>                                                                        <C>                <C>
                                                     Useful
                                                     Lives                   2004            2003
                                              ---------------------      -------------    ------------
               Land                              Not applicable            $  387,768         387,768
               Building                             40 years                  521,877         521,877
               Leasehold improvements            15 to 40 years             2,617,208       1,751,390
               Furniture and equipment           3 to 15 years              2,292,542       1,948,343
               Construction in process           Not applicable                73,582         898,457
                                                                         -------------    ------------
                                                                            5,892,977       5,507,835
               Accumulated depreciation
                   and amortization                                         1,713,792       1,455,301
                                                                         -------------    ------------
                            Net                                            $4,179,185       4,052,534
                                                                         =============    ============

</TABLE>


         Construction in process is comprised of costs of preparing building
         sites for new branch facilities.

Note 5.  Deposits

         Deposit balances are summarized below as of December 31:

                                               2004              2003
                                          ---------------    --------------

         Non-interest bearing accounts      $ 30,078,225        27,097,779
         NOW accounts                          6,295,471         5,440,921
         Money market accounts                 7,081,182         6,342,389
         Savings accounts                     39,334,411        27,881,516
         Time deposit accounts:
             Less than $100,000               22,110,809        19,860,041
             $100,000 or more                 14,410,386        12,687,150
                                          ---------------    --------------
                                            $119,310,484        99,309,796
                                          ===============    ==============

         The time deposit accounts mature and/or re-price as follows: within one
         year - $15,864,273; one to two years - $2,636,980; two to three years -
         $9,693,078; three to four years - $7,397,115; four to five years -
         $929,749.

Note 6.  Other Borrowed Funds

         The Bank enters into sales of securities under agreements to repurchase
         the same securities, which mature the next business day. Securities
         pledged as collateral for securities sold under agreements to
         repurchase include various debt securities having an aggregate carrying
         value of $528,989 and $1,455,109 at December 31, 2004 and 2003,
         respectively. The cost of and fair value of the securities were
         $532,044 and $523,731 at December 31, 2004 and $1,455,538 and
         $1,456,031 at December 31, 2003 respectively.

         Information concerning securities sold under agreements to repurchase
         at and during the year ended December 31, 2004 and 2003 is summarized
         as follows:
                                                     2004              2003
                                                    -------             -----
         Total outstanding at year-end            $  522,540         $1,452,972
         Average balance during the year          $2,161,416         $2,695,606
         Average interest rate during the year          .75%               .75%
         Maximum balance during the year          $3,159,632         $3,711,135


         The Company borrowed $250,000 in December 2002 under an unsecured note.
         The note bore interest at prime plus .25% and was paid in full in March
         2003.


                                       30
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 7.  Capital Stock

         The Company sold warrants to purchase common stock to the Company's
         organizers. Under the warrants, 343,431 shares of common stock may be
         issued at the price of $10.00 per share. The warrants may be exercised
         on or after March 20, 1998 and they expire on March 20, 2006. Proceeds
         from the sale were $3,434. Warrants representing 20,000 shares were
         exercised in 2004 (323,431 shares under warrant are outstanding at
         December 31, 2004).

         The Company provided each common shareholder of record on December 31,
         1998 a dividend consisting of a warrant to acquire additional common
         stock in the Company. The warrants were issued on January 4, 1999. Each
         share of stock owned entitled the shareholder to a warrant to acquire
         an additional share of common stock for the amount of $12.00 per share.
         The warrants to purchase a total of 860,000 shares of common stock
         became exercisable on January 5, 2000 and expired on January 5, 2004.
         No value was assigned to the warrants at their issuance since the value
         determined using the Black-Scholes option-pricing model was immaterial.
         During 2003, warrants for 266,430 shares of common stock were exercised
         providing $3,197,160 in additional capital. An additional 91,800
         warrants for common stock were exercised in 2004. There are no $12.00
         warrants outstanding at December 31, 2004.

         In April 2004, the Board of Directors approved the Company's Dividend
         Reinvestment and Stock Purchase Plan (DRIP) which authorizes up to
         200,000 shares of common stock for use under the DRIP. Under the DRIP,
         the shareholder may receive dividends paid on the common stock of the
         Company that they own in additional shares of common stock of the
         Company. Shareholders are also allowed to purchase additional shares of
         common stock on the dividend payment dates up to a maximum value of
         $5,000. The shares are sold under this plan at the fair market value of
         the stock on the dividend declaration date. During 2004, 5,335 shares
         of common stock were issued under the DRIP.

         The Company sold 138,315 shares of common stock at $14.50 per share
         during 2003 in an initial public offering increasing capital by
         $1,655,541, net of costs.

         The Company is authorized to issue 5,000,000 shares of $.01 par value
         preferred stock. No preferred stock has been offered or issued.

Note 8.  Stock Options

         In May 2004, the shareholders approved the Company's Employee Stock
         Purchase Plan (ESPP) authorizing up to 50,000 shares of common stock
         for use under the ESPP. Under the ESPP, the Company may award options
         to employees to purchase common stock at the purchase price for the
         shares of the lower of 85% of fair market value of the common stock on
         the date of the option grant or on the exercise date of the option.
         During 2004, 2,685 shares were purchased by employees under the ESPP.
         There are no outstanding options to purchase common shares at December
         31, 2004 under the ESPP.

         In April 2004, the Board of Directors approved the Company's Directors
         Stock Purchase Plan (DSPP) authorizing up to 50,000 shares of common
         stock for use under the DSPP. Under the DSPP, the Company may award
         options to directors to purchase common stock at fair market value as
         of the date of the option grant. No shares were purchased during 2004
         under the DSPP and there are no outstanding options to purchase common
         shares at December 31, 2004.

         In May 2004, the shareholders approved the Company's Stock Option Plan
         (SOP) authorizing up to 200,000 shares of common stock for use under
         SOP. Under the SOP, the Company may award options to designated
         officers and employees to purchase common stock at the minimum purchase
         price of fair market value of the common stock on the date of the
         option grant. The options have a maximum term of ten years. The Board
         of Directors determines the vesting, term and purchase price for each
         option granted within the parameters of the SOP. On December 7, 2004,
         the Company granted immediately vested options to purchase 51,000
         shares of its common stock to certain officers and employees under the
         SOP at the fair value of the stock on the date of grant for a period of
         ten years. All of the options' exercise price is $14.20 per share and
         the options expire on December 7, 2014. At December 31, 2004, all of
         these options (51,000 shares) are outstanding.



                                       31
<PAGE>


Note 9.  Commitments

         Commitments to extend credit are agreements to lend funds to customers
         as long as there are no violations of any condition established in the
         loan contracts. Commitments generally have fixed expiration dates or
         other termination clauses and may require payment of a fee. Since many
         of the commitments are expected to expire without being drawn upon, the
         total commitment amounts do not necessarily represent future cash
         requirements. The Bank evaluates each customer's credit worthiness on a
         case-by-case basis. The amount of collateral obtained, if it is deemed
         necessary by the Bank upon extension of credit, is based on
         management's credit evaluation of the customer. Collateral held varies
         but may include accounts receivable, inventory, property, plant and
         equipment as well as income producing properties.

         Standby letters of credit are conditional commitments issued by the
         Bank to guarantee the performance of a customer to a third party. The
         credit risk involved in issuing letters of credit is essentially the
         same as that involved in extending loan facilities to customers. The
         Bank holds collateral supporting those commitments for which collateral
         is deemed necessary. The Bank has not been required to perform on any
         financial guarantees and has not recorded or incurred any losses on its
         commitments.

         A summary of the Bank's commitments at December 31, 2004 and 2003
         follows:

                                                    2004             2003
                                                    ----             ----
          Commitments to extend credit            $10,523,924      9,156,931
                                                  -----------      ---------
          Standby letters of credit               $1,985,033       2,127,057
                                                  -----------      ---------

         The Bank has entered into leases for its branches and office space,
         most of which contain renewal options. The minimum net noncancelable
         future rental commitments at December 31, 2004 are as follows:

                            Year Ending
                           December 31,
                               2005                  $221,544
                               2006                   133,829
                               2007                    61,026
                               2008                    25,455
                                                ==============

         The related net rent expense was $225,240 and $162,005 in 2004 and
         2003, respectively.

Note 10.  Regulatory Matters

         The Company and the Bank are subject to various regulatory capital
         requirements administered by the federal banking agencies. Failure to
         meet minimum capital requirements can initiate certain mandatory - and
         possibly additional discretionary - actions by regulators that, if
         undertaken, could have a direct material effect on the Company's
         financial statements. Under capital adequacy guidelines and the
         regulatory framework for prompt corrective action, the Company and the
         Bank must meet specific capital guidelines that involve quantitative
         measures of assets, liabilities and certain off-balance-sheet items as
         calculated under regulatory accounting practices. The Company's and the
         Bank's capital amounts and classification are also subject to
         qualitative judgments by the regulators about components, risk
         weightings and other factors.

         The Company and the Bank must maintain minimum capital and other
         requirements of regulatory authorities when declaring and paying
         dividends. The Company and the Bank have complied with such capital
         requirements.

         Quantitative measures established by regulation to ensure capital
         adequacy require the Company and the Bank to maintain minimum amounts
         and ratios (set forth in the table below) of total and Tier I capital
         (as defined in the regulation) to risk-weighted assets (as defined),
         and of Tier I capital to average assets (as defined). Management
         believes, as of December 31, 2004, that the Company and the Bank meet
         capital adequacy requirements to which they are subject.



                                       32
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10.  Regulatory Matters - Continued

         As of December 31, 2004, the most recent notification from the
         regulators categorized the Bank as well capitalized under the
         regulatory framework for prompt corrective action. To be categorized as
         well capitalized the Bank must meet minimum total risk-based, Tier I
         risk-based and Tier I leverage ratios. There are no conditions or
         events since that notification that management believes have changed
         the Company's and the Bank's category.

         Actual capital amounts and ratios are presented in the table below:

<TABLE>
<CAPTION>

<S>                                           <C>             <C>         <C>               <C>
                                                                                 To be                         To be
                                                                              "Adequately                      "Well
                                                   Actual                    Capitalized"                  Capitalized"
                                            ------------------------    ------------------------     --------------------------
                                               Amount       Ratio          Amount         Ratio         Amount         Ratio
                                               ------       -----          ------         -----         ------         -----
December 31, 2004
Total Capital (to risk weighted assets):
    Company                                   $16,436,080     19.0%       $6,909,474   >    8.0%         N/A
                                                                                       -
    Bank                                       11,486,757     13.9%        6,628,937   >    8.0%       $8,286,171  >     10.0%
                                                                                       -                           -
Tier I Capital (to risk weighted assets):
    Company                                    15,636,080     18.1%        3,454,737   >    4.0%         N/A
                                                                                       -
    Bank                                       10,686,757     12.9%        3,314,469   >    4.0%        4,971,703  >      6.0%
                                                                                       -                           -
Tier I Capital (to average assets):
    Company                                    15,636,080     11.2%        5,579,100   >    4.0%         N/A
                                                                                       -
    Bank                                       10,686,757      7.8%        5,453,293   >    4.0%        6,816,616  >      5.0%
                                                                                       -                           -

December 31, 2003
Total Capital (to risk weighted assets):
    Company                                   $14,742,582     19.6%       $6,026,741   >    8.0%         N/A
                                                                                       -
    Bank                                       10,917,077     14.6%        6,003,123   >    8.0%       $7,503,904  >     10.0%
                                                                                       -                           -
Tier I Capital (to risk weighted assets):
    Company                                    14,022,582     18.6%        3,013,370   >    4.0%         N/A
                                                                                       -
    Bank                                       10,197,077     13.6%        3,001,561   >    4.0%        4,502,342  >      6.0%
                                                                                       -                           -
Tier I Capital (to average assets):
    Company                                    14,022,582     12.3%        4,572,202   >    4.0%         N/A
                                                                                       -
    Bank                                       10,197,077      8.9%        4,566,740   >    4.0%        5,708,425  >      5.0%
                                                                                       -                           -

</TABLE>


Note 11. Income Taxes

         The income tax expense consists of the following for the years ended
         December 31, 2004 and 2003:

                                              2004          2003
                                           -----------    ----------
             Current:
                  Federal                    $270,730       197,533
                  State                        42,913        15,317
                                           -----------    ----------
                                             $313,643       212,850
                                           -----------    ----------

             Deferred:
                  Federal                    $  1,143        $7,116
                  State                       (17,589)        1,576
                                           -----------    ----------
                                              (16,446)        8,692
                                           -----------    ----------
                                             $297,197       221,542
                                           ===========    ==========


                                       33
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11. Income Taxes - Continued

         The reasons for the differences between the statutory federal income
         tax rates are summarized as follows:

<TABLE>
<CAPTION>

<S>                                             <C>              <C>          <C>             <C>

                                                       2004                          2003
                                                 ------------------            ------------------
                                                Amount          Rate          Amount         Rate
                                              -----------     ---------     -----------    ---------

         Tax at statutory rates                 $299,018         34.0%        $233,569        34.0%
         State income taxes net of
            federal tax benefit                   16,714          1.9%          11,149         1.6%
         Increase in cash surrender
            value of life insurance             (15,046)        (1.7)%        (19,415)       (2.8)%
         Other                                   (3,489)         (.4)%         (3,761)        (.6)%
                                              -----------     ---------     -----------    ---------
                                                $297,197         33.8%        $221,542        32.2%
                                              ===========     =========     ===========    =========

</TABLE>


         The deferred income tax account is comprised of the following at
         December 31, 2004 and 2003:

                                                        2004            2003
                                                    ------------     ----------

         Deferred tax assets:
              Allowance for loan losses                $290,417        258,018
              Deferred compensation plan                 56,460         28,367
              Unrealized losses on securities, net       75,284              -
              Other                                       4,060         14,024
                                                    ------------     ----------
                                                        426,221        300,409
                                                    ------------     ----------
         Deferred tax liabilities:
              Accumulated depreciation                 $221,306        187,224
              Unrealized gains on securities, net             -            696
                                                    ------------     ----------
                                                        221,306        187,920
                                                    ------------     ----------
                      Net deferred tax assets          $204,915        112,489
                                                    ============     ==========


         Federal and state income taxes payable of $34,737 ($24,050 Federal and
         $10,687 state) in 2004 and $13,960 ($8,311 Federal and $5,649 state) in
         2003 are included in accounts payable and accrued expenses.

Note 12.  Related Party Transactions

         The Bank leases two properties from entities controlled by a director
         and stockholder of the Company. One property is used for the Bank's
         operations offices and a branch facility. The lease expires in May 2006
         but is renewable at the option of the Bank for two additional five-year
         periods. The monthly payment under this lease at December 31, 2004 is
         $11,821. Lease payments made for these facilities totaled $140,799 in
         2004 and $137,260 in 2003. The other leased property is used as a
         branch facility which opened in January 2004. The lease expires in May
         2008 but is renewable at the option of the Bank for seven additional
         five-year periods. The monthly payment under this lease at December 31,
         2004 is $5,091. Lease payments of $60,636 and $35,000 were made under
         this lease during 2004 and 2003, respectively.

         During 2003, the Bank sold loan participations to family members of a
         director of the Bank and the Company on a non-recourse basis. Under
         these transactions, the family members acquired undivided percentage
         interests in specific loans held by the Bank. The participations were
         sold under the same terms and conditions as loan participations sold to
         non-related entities. The total amount of the loan participations sold
         in 2003 was $2,058,741 (none in 2004). The total loan participation
         amount outstanding at December 31, 2004 was $744,434.




                                       34
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 13.  Retirement Plans

         The Company has entered into Supplemental Executive Retirement Plan and
         Consulting Agreements (SERPs) with several officers under which the
         Company has agreed to provide retirement benefits to the officers. The
         balance of each officer's unfunded SERP liability account will
         determine the amount of the benefit to each officer at retirement as
         this balance will be paid to the officer over ten years after
         retirement. Until retirement, the SERP liability accounts are increased
         by the after Federal income tax effect of the increases in the cash
         surrender value of life insurance policies acquired by the Company.
         During 2004 and 2003, $67,530 and $45,800, respectively were added to
         the SERP liability balances and charged to compensation expense. The
         balance of all SERP liability accounts was $135,235 at December 31,2004
         and $67,705 at December 31,2003.

         The Bank has a 401(k) profit sharing plan for those employees who meet
         the eligibility requirements set forth in the plan. The plan does not
         require the Bank to match the participants' contributions; however, the
         Bank expensed $34,662 and $20,005 for matching the contributions in
         2004 and 2003, respectively.

Note 14.  Fair Value of Financial Instruments

         The estimated fair values of the Company's financial instruments at
         December 31, 2004 and 2003 are summarized below. The fair values of a
         significant portion of these financial instruments are estimates
         derived using present value techniques and may not be indicative of the
         net realizable or liquidation values. Also, the calculation of
         estimated fair values is based on market conditions at a specific point
         in time and may not reflect current or future fair values.

<TABLE>
<CAPTION>

<S>                                                 <C>                 <C>               <C>                 <C>

                                                       December  31, 2004                   December  31, 2003
                                               -----------------------------------    ----------------------------------
                                                   Carrying            Fair              Carrying           Fair
                                                    Amount            Value               Amount            Value
                                               -----------------------------------    ----------------------------------
        Financial assets:
           Cash and due from banks                  $ 2,759,279         2,759,279         $4,163,586          4,163,586
           Federal funds sold                         7,109,536         7,109,536          6,782,093          6,782,093
           Interest bearing deposits                  4,387,283         4,387,283          2,862,991          2,862,991
           Investment securities (total)             37,311,134        37,249,924         26,355,701         26,425,955
           Loans, net                                78,894,775        78,447,975         70,158,853         70,741,296
           Accrued interest receivable                  523,239           523,239            459,700            459,700

        Financial liabilities:
           Non-interest bearing deposits            $30,078,225        30,078,225        $27,097,779         27,097,779
           Interest bearing deposits                 89,232,259        89,572,057         72,212,017         72,605,932
           Securities sold under agreements
             to repurchase                              522,540           522,540          1,452,972          1,452,972
           Accrued interest payable                      46,550            46,550             40,112             40,112

           Off-balance sheet commitments                      -                 -                  -                  -

</TABLE>


         The fair values of Government agency securities and mortgage-backed
         securities are determined using market quotations. Loans receivable
         were discounted using a single discount rate, comparing the current
         rates at which similar loans would be made to borrowers with similar
         credit ratings and for the same remaining maturities. The fair value of
         variable rate loans is estimated to equal the carrying amount. The
         valuation of loans is adjusted for possible credit losses. The fair
         value of accrued interest receivable is equal to the carrying amounts.

         The fair value of non-interest bearing deposits, interest-bearing
         checking, savings, and money market deposit accounts, securities sold
         under agreements to repurchase, and accrued interest payable are equal
         to the carrying amounts. The fair value of fixed-maturity time deposits
         is estimated based on interest rates currently offered for deposits of
         similar remaining maturities.




                                       35
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 15.  Parent Company Financial Information

         Information as to the financial position of CN Bancorp, Inc. as of
         December 31, 2004 and 2003 and results of operations and cash flows for
         the years then ended follows:

<TABLE>
<CAPTION>

<S>                                                                    <C>                   <C>

                                                                    December 31,        December 31,
Statements of Financial Condition                                       2004                2003
---------------------------------                                 ----------------    ----------------
Cash in bank and on hand                                               $ 1,527,001           3,564,018
Loans receivable                                                         3,343,705             194,772
Investment in subsidiary                                                10,745,532          10,310,916
Investment in stock of Maryland Financial Bank                             150,000             100,000
Other assets                                                                13,000               4,658
                                                                   ----------------    ----------------
                                                                       $15,779,238          14,174,364
                                                                   ================    ================

Dividends payable                                                          $55,383              37,942
Payable to County National Bank                                             29,000                   -
                                                                   ----------------    ----------------
                                                                            84,383              37,942
                                                                   ----------------    ----------------
Stockholders' equity                                                    15,694,855          14,136,422
                                                                   ----------------    ----------------
                                                                       $15,779,238          14,174,364
                                                                   ================    ================


                                                                     Year ended          Year ended
                                                                    December 31,        December 31,
Statements of Operations                                                2004                2003
------------------------                                          ----------------    ----------------
Dividends from bank subsidiary                                         $        -               71,400
Interest income                                                            104,605                   -
Less expenses:
   Management fees                                                          29,000                   -
   Other administrative expenses                                            75,443              58,005
                                                                   ----------------    ----------------
                                                                           104,443              58,005
                                                                   ----------------    ----------------
       Income before equity in undistributed net income
          Of bank subsidiary and income tax benefit                            162              13,395
Income tax benefit                                                               -              19,722
       Income before equity in undistributed net income
                                                                   ----------------    ----------------
          of bank subsidiary                                                   162              33,117
Equity in undistributed net income of bank subsidiary                      582,106             432,311
                                                                   ----------------    ----------------
             Net income                                                $   582,268             465,428
                                                                   ================    ================

                                                                     Year ended          Year ended
                                                                    December 31,        December 31,
Statements of Cash Flows                                                2004                2003
------------------------                                          -----------------    ----------------
Cash flows from operating activities:
  Net income                                                           $   582,268             465,428
  Equity in undistributed earnings of bank subsidiary                     (582,106)           (432,311)
  (Increase) decrease in other assets                                       (8,342)             296,914
  Increase (decrease) in payables                                           29,000                (156)
                                                                  -----------------    ----------------
       Net cash provided by operating activities                            20,820             329,875
                                                                  -----------------    ----------------

Cash flows from investing activities:
  Investment in stock of Maryland Financial Bank                           (50,000)           (100,000)
  Increase in loans receivable                                          (3,148,933)           (194,772)
                                                                  -----------------    ----------------
        Net cash used in investing activities                           (3,198,933)           (294,772)
                                                                  -----------------    ----------------

</TABLE>




                                       36
<PAGE>


                         CN BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 15.  Parent Company Financial Information - Continued

(Continued)

<TABLE>
<CAPTION>

<S>                                                                                           <C>

                                                                    Year ended            Year ended
                                                                    December 31,          December 31,
Statements of Cash Flows                                                2004                 2003
------------------------                                          ----------------    -----------------
Cash flows from financing activities:
  Note payable proceeds (repayment)                                              -            (250,000)
  Capital contribution to subsidiary                                             -          (1,000,000)
  Net proceeds from sale of common stock offering                                -            1,655,541
  Sales of stock under Dividend Reinvestment Plan                           76,019                    -
  Sales of stock under Employee Stock Purchase Plan                         32,193                    -
  Proceeds from warrant exercises                                        1,301,600            3,197,160
  Dividends                                                               (268,716)            (112,545)
                                                                   ----------------    -----------------
       Net cash provided by financing activities                         1,141,096            3,490,156
                                                                   ----------------    -----------------
Increase (decrease) in cash and cash equivalents                        (2,037,017)           3,525,259

Cash and cash equivalents at beginning of period                         3,564,018                38,759
                                                                   ----------------    -----------------
Cash and cash equivalents at end of period                              $1,527,001            3,564,018
                                                                   ================    =================

</TABLE>


Note 16.  Recent Accounting Pronouncements

         In December 2004, the Financial Accounting Standards Board (FASB)
         issued Statement No. 123(R), "Share-Based Payment." Statement No.
         123(R) revised Statement No. 123, "Accounting for Stock-Based
         Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock
         Issued to Employees," and its related implementation guidance.
         Statement No. 123(R) will require compensation costs related to
         share-based payment transactions to be recognized in the financial
         statements (with limited exceptions). The amount of compensation cost
         will be measured based on the grant-date fair value of the equity or
         liability instruments issued. Compensation cost will be recognized over
         the period that an employee provides service in exchange for the award.
         This statement is effective, and the Company intends to adopt the
         standard, as of the beginning in the first quarter of 2006 as the
         Company is a public "small business issuer" Company. The Company is
         currently evaluating the impact from this standard on its results of
         operations and financial position.

         In March 2004, the SEC released Staff Accounting Bulletin (SAB) No.
         105, "Application of Accounting Principles to Loan Commitments." SAB
         105 provides guidance about the measurements of loan commitments
         recognized at fair value under FASB Statement No. 133, "Accounting for
         Derivative Instruments and Hedging Activities." SAB 105 also requires
         companies to disclose their accounting policy for those loan
         commitments including methods and assumptions used to estimate fair
         value and associated hedging strategies. SAB 105 is effective for all
         loan commitments accounted for as derivatives that are entered into
         after March 31, 2004 and had no effect on the Company's consolidated
         financial statements.




                                       37
<PAGE>


<TABLE>
<CAPTION>

<S>                                                   <C>

                             DIRECTORS AND OFFICERS

                                CN BANCORP, INC.

                               Board of Directors


Jan W. Clark, Chairman of the Board                  John E. DeGrange, Sr., Vice Chairman of the Board
Carl L. Hein, Jr. (Treasurer)                        Creston G. Tate
Gerald V. McDonald                                   John G. Warner

                        Henry L. Hein, Director Emeritus
                          Shirley S. Palmer, Secretary

Executive Officers
Jan W. Clark                                         President & Chief Executive Officer
John G. Warner                                       Executive Vice President
Michael T. Storm                                     Chief Financial Officer


                              COUNTY NATIONAL BANK

                               Board of Directors



Gerald V. McDonald, Chairman of the Board            John E. DeGrange, Sr., Vice Chairman of the Board
Jan W. Clark                                         Daljit S. Sawhney, MD
F. Paul Dorr                                         Creston G. Tate
Carl L. Hein, Jr. (Treasurer)                        LeRoy C. Taylor
Robert P. Musselman, Sr.                             John G. Warner
                                                     K. Patricia Wellford

                        Henry L. Hein, Director Emeritus
                          Shirley S. Palmer, Secretary

Executive Officers
Jan W. Clark                                         President & Chief Executive Officer
John G. Warner                                       Executive Vice President & Chief Operating Officer
Michael T. Storm                                     Senior Vice President & Chief Financial Officer
Michael L. Derr                                      Vice President

Other Officers
Douglas W. DeVaughn                                  Vice President
Ralph F. Ebbenhouse                                  Vice President
Janet M. King                                        Vice President
Bridget K. Bunch                                     Assistant Vice President
Linda Eller                                          Assistant Vice President
Susan M. Liebenthal                                  Assistant Vice President
Linda Loane                                          Assistant Vice President
Marni W. McNichol                                    ssistant Vice President
Lois H. Simpson                                      Assistant Vice President

</TABLE>


CN BANCORP, INC. WILL PROVIDE, WITHOUT CHARGE, TO SHAREHOLDERS OF RECORD OR ANY
BENEFICIAL OWNER OF COMMON STOCK, A COPY OF ITS 2004 ANNUAL REPORT ON FORM
10-KSB FILED WITH THE SECURITIES AND EXCHANGE COMMISSSION, UPON WRITTEN REQUEST.
REQUESTS SHOULD BE DIRECTED TO SHIRLEY PALMER, CORPORATE SECRETARY, 7401 RITCHIE
HIGHWAY, GLEN BURNIE, MARYLAND 21061.



                                       38
<PAGE>