FORM 10-KSB
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the year ended December 31, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from                         to

                        Commission File Number 333-100460


                                CN Bancorp, Inc.
                 (Name of small business issuer in its charter)

         Maryland                                       52-1954386
         -------                                        ----------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                         7401 Ritchie Highway
                         Glen Burnie, Maryland              21061
                         ---------------------              -------
          (Address of principal executive offices)       (Zip Code)

                     Issuer's telephone number: 410-760-7000
                     ---------------------------------------

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  None

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No __

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

Issuer's revenues for its fiscal year ended December 31, 2002 were $6,018,678.

The  aggregate  market value of the common stock held by  non-affiliates  of the
registrant,  i.e.,  persons other than  directors and executive  officers of the
registrant,  is  $9,700,051  as of  February  28, 2003 based on a sales price of
$14.50 per share of common  stock,  which is the sales price at which  shares of
common  stock  are  currently  being  sold in the  registrant's  initial  public
offering.  The  registrant's  initial public offering was ongoing as of February
28, 2003.

The Registrant had 860,000 shares of Common Stock outstanding as of February 28,
2003.

     Transitional Small Business Disclosure Format.       YES: ( )     NO:  (X)

                                       1

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

PORTIONS OF THE ANNUAL REPORT TO  STOCKHOLDERS  FOR THE YEAR ENDED  DECEMBER 31,
2002, ARE INCORPORATED BY REFERENCE INTO PART II OF THIS FORM 10-KSB.

CN Bancorp,  Inc.  may from time to time make  written or oral  "forward-looking
statements",  including  statements contained in our filings with the Securities
and Exchange  Commission  (including  this Annual  Report on Form 10-KSB and the
exhibits thereto),  in our reports to stockholders and in other  communications,
which are made in good faith by CN Bancorp,  Inc.  pursuant to the "safe harbor"
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking statements include all statements that are not historical facts.
Words such as "believe,"  "expect,"  "anticipate,"  "intend,"  "seek,"  "could,"
"will,"  "predict,"  "potential,"  "continue,"  "may," "plans,"  "estimates" and
similar  expressions,  or the  negative  of these and similar  expressions,  are
intended to identify such forward-looking statements.

Forward-looking statements involve risks, uncertainties and assumptions.  Actual
results may differ  materially  from those  expressed  in these  forward-looking
statements. You should not put undue reliance on any forward-looking statements.
You should  understand  that many  important  factors could cause our results to
differ  materially from those  expressed in  forward-looking  statements.  These
factors include, but are not limited to, our limited market area, our dependence
on several key  personnel,  our large  portfolio of  commercial  real estate and
commercial  loans,  market value  changes on our  available-for-sale  securities
portfolio,  our competitive  environment,  economic and other  conditions in the
markets in which we operate and governmental regulations.

      Forward-looking statements speak only as of the date they are made, and we
undertake no obligation to update  publicly any of these  statements in light of
new information or future events.







                                       2


<PAGE>




                                     PART I

Item 1. Description of Business

         General
         -------

         CN  Bancorp,  Inc.  was  incorporated  under  the laws of the  State of
Maryland on January 22, 1996,  primarily to own all of the outstanding shares of
capital stock of a proposed national bank to be named County National Bank.

         The organizers of CN Bancorp,  Inc. and County  National Bank,  most of
whom are still  directors  and/or officers  today,  formed CN Bancorp,  Inc. and
County  National  Bank to fill what they believed was a need for a new community
bank in Anne Arundel County,  Maryland dedicated to providing excellent customer
service and high quality banking products to the local community

         To raise the capital  necessary to organize  County  National  Bank, CN
Bancorp,  Inc.  conducted a private placement  offering of its common stock. The
private  placement  closed in December 1996, with CN Bancorp,  Inc.  selling all
860,000  shares  that were  offered,  and  raised  gross  offering  proceeds  of
$8,600,000.  County  National Bank opened for business on December 19, 1996 from
its Pasadena, Maryland location.

         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.

         In August 2001, the Federal  Reserve Board approved CN Bancorp,  Inc.'s
election as a financial  holding  company.  This means that,  subject to Federal
Reserve Board regulations,  CN Bancorp,  Inc. may engage in certain  non-banking
activities  that are  "financial  in nature."  For  example,  financial  holding
companies  may engage or provide  insurance  underwriting  and agency  services,
investment advisory services and merchant banking and underwriting services, and
may deal or make a market in securities. We will consider business opportunities
outside of commercial banking if a favorable opportunity is presented.

Bank Location and Market Area
-----------------------------

         County National Bank serves its customers from branches located in Glen
Burnie,  Pasadena and Odenton,  Maryland and an  additional  ATM in Glen Burnie.
County  National  Bank  is  currently   concluding  efforts  to  lease  land  in
Millersville,  Maryland  on  which it will  build a  branch.  The bank  plans to
conclude these  arrangements and start  construction of the branch in the spring
of 2003.

         Central and  northern  Anne  Arundel  County  continues to grow both in
commerce and population.  BWI Airport,  located in northern Anne Arundel County,
is the region's  fastest  growing  airport and among the thirty busiest in North
America.  Businesses  have  expanded  and new  businesses  are  opening  to take
advantage of needed  aviation  related  ancillary  and support  services.  A new
mega-mall,  Arundel  Mills,  opened  in 2000  with  over  3,000  new jobs and an
anticipated  three million  visitors per year. In addition,  Anne Arundel County

                                       3

<PAGE>


Community  College has a 65,000  square foot campus  under  construction  at the
Arundel Mills site.  The housing market remains steady with strong demand in new
housing as well as in the resale of homes in established neighborhoods.

         The county's  economy is associated  with industry and commerce.  There
are over 5,000  business  establishments  in the northern  Anne  Arundel  County
market area. The industries include high technology, communication, distribution
and computer support services.  Environmental related technology,  regional data
centers and the sciences are a growing segment of the commerce.

Loan Portfolio

         County  National  Bank  offers  a  broad  range  of  loans,   including
commercial loans, real estate loans, consumer loans and residential mortgage and
home equity  loans.  Commercial  business and  commercial  real estate loans for
owner-occupied properties are County National Bank's primary loan products.

         The goal of  County  National  Bank's  lending  program  is to meet the
credit needs of our client base while using sound credit  principles  to protect
the quality of our assets.  Our  business and credit  strategy are  relationship
driven, and County National Bank strives to provide a reliable source of credit,
a variety of credit alternatives and personalized advice.

         At December 31, 2002 County  National Bank had a legal lending limit of
approximately $1.4 million to any one borrower, which constitutes  approximately
15% of County National  Bank's  unimpaired  capital and surplus.  We participate
with other lenders in loans that exceed County  National  Bank's lending limits.
We do not believe that loan  participations  purchased by County  National  Bank
necessarily  pose any greater risk of loss than loans that County  National Bank
originates.

         The  following  is a  description  of the  types  of  loans in our loan
portfolio and the anticipated risks associated with each type of loan:

         o Commercial  loans for business  purposes  including  working capital,
         equipment purchases,  lines of credit, letters of credit and government
         contract financing.

                  Unlike residential mortgage loans, which generally are made on
         the  basis  of  the  borrower's  ability  to  repay  using  his  or her
         employment  and other  income and which are  secured  by real  property
         which can be valued easily,  commercial  business loans are riskier and
         typically  are made on the  basis  of the  borrower's  ability  to make
         repayment from the cash flow of the borrower's  business.  As a result,
         the  availability  of funds for the  repayment of  commercial  business
         loans  depends  substantially  on the success of the  business  itself.
         Further,  the collateral  securing the loans may depreciate  over time,
         may be difficult  to appraise  and may  fluctuate in value based on the
         success of the business.

         o Real estate loans,  including land development and construction  loan
         financing, primarily for owner-occupied premises.

                  Commercial  real estate  loans  usually are larger and present
         more risk than do residential mortgage loans. Because payments on loans
         secured by commercial real estate depend on the successful operation or
         management of the  properties  that secure the loans,  repayment can be
         affected significantly by downturns in the real estate market or in the
         economy.

                  Construction loans generally involve a higher degree of credit
         risk than  residential  mortgage loans.  Risk of loss on a construction
         loan depends  largely upon the accuracy of the initial  estimate of the
         property's value at completion of construction or development  compared
         with  the  estimated  cost  of   construction   and,  in  the  case  of
         owner-occupied  premises,  the success of the owner's business.  If the
         estimate  of value  proves to be  inaccurate,  the value of the project
         when completed  could be  insufficient  to ensure full repayment of the
         loan.

                                       4

<PAGE>


         o Consumer loans  including  automobile and personal  loans,  including
         personal lines of credit.

                  Consumer   loans  may   present   greater   credit  risk  than
         residential mortgage loans because many consumer loans are unsecured or
         are  secured  by  rapidly  depreciating  assets  such  as  automobiles.
         Repossessed collateral for a defaulted consumer loan may not provide an
         adequate source of repayment of the outstanding loan balance because of
         the greater likelihood of damage,  loss or depreciation.  Consumer loan
         collections depend on the borrower's continuing financial stability. If
         a borrower suffers personal financial difficulties, the loan may not be
         repaid.  Also, various federal and state laws, including bankruptcy and
         insolvency laws, may limit the amount we can recover on such loans.

         o Residential mortgage loans, including first and second mortgage loans
         and  home  equity  loans   secured  by   single-family   owner-occupied
         residences.

                  We require private  mortgage  insurance for loans in excess of
         90% of a  property's  value and,  generally,  we do not make loans with
         loan-to-value  ratios  in  excess of 80%.  Generally,  our  residential
         mortgage  loans are "ARM" loans and we generally do not make 30-year or
         15-year fixed rate mortgage loans. We typically  retain and service our
         residential mortgage loans.

         Loans  secured  by  real  estate  comprise  the  majority  of the  loan
portfolio. The majority of the borrowers reside, work and/or conduct business in
CN Bancorp, Inc.'s primary market area of Anne Arundel County, Maryland.

         The table  below  presents  loans by major  categories  as of the dates
indicated.

<TABLE>

                                                           LOANS AS OF:
                                                            December 31,
                                                            -----------
                                              2002              %           2001          %
                                      --------------------- ----------  -------------  --------
(In thousands)
<S>                                                 <C>            <C>        <C>           <C>
Real estate -construction                           $2,969         5%         $4,001        7%
Residential real estate                             17,419        27%         14,228       24%
Commercial real estate                              22,414        35%         20,003       33%
Commercial-other                                    16,469        26%         16,298       27%
Installment and other                                4,817         7%          5,323        9%
                                      --------------------- ----------  -------------  --------
                                                    64,088       100%         59,853      100%
                                                            ==========                 ========

Unearned loan fees and costs, net                       25                         8
Allowance for loan and lease losses                  (745)                     (781)
                                      ---------------------             -------------
                                                   $63,368                   $59,080
                                      =====================             =============


</TABLE>

                                       5


<PAGE>



         The table  below  sets  forth the  maturity  distributions  of the loan
receivable portfolio as of December 31, 2002.

<TABLE>


                                                        LOAN MATURITIES AS OF DECEMBER 31, 2002
                                         1 year                                After
                                        or less           1-5 years            5 years            Total
                                     ---------------   ----------------    ---------------    ---------------
(In thousands)
Maturity of Loans Receivables:

<S>                                          <C>                 <C>                <C>               <C>
Real estate - construction                   $1,068
                                                                   516              1,385              2,969
Residential real estate                                                                               17,419
                                                888              2,431             14,100
Commercial real estate                                                                                22,414
                                              1,158              4,511             16,745
Commercial - other                                               7,530                                16,469
                                              6,818                                 2,121
Installment and other
                                              1,216              1,566              2,035              4,817
                                     ---------------   ----------------    ---------------    ---------------
   Total loans receivables                  $11,148             16,554             36,386             64,088
                                     ===============   ================    ===============    ===============

(In thousands)
Fixed interest rates                                            $5,840              308
Floating and adjustable interest
rates                                                           10,714             36,078
                                                       ----------------    ---------------
   Total loans receivables                                     $16,554             36,386
                                                       ================    ===============

</TABLE>


        The real  estate  construction  maturities  include the  permanent  loan
period, if applicable.

         Loan and Asset Quality
         ----------------------

         County  National  Bank has written  loan  policies  that  require  that
certain  underwriting,  documentation  and credit analysis  standards be met for
approval and funding of loans. Management and third party reviewers periodically
review  adherence to the policies.  Exceptions to the policies,  when made,  are
documented, justified and approved by management. Lending authority (secured and
unsecured) is assigned to individual officers, the loan committee, the executive
committee and the full board of directors of County National Bank under the loan
policies.

         Delinquent  loans,  and the level  thereof,  are  reviewed  monthly and
presented to the board of directors of County  National Bank. A listing of loans
classified  less than "pass"  according  to the loan policy is  presented to the
audit/compliance  committee  of the  board  of  directors  at  least  quarterly.
Generally,  loans that have payments  ninety days or more past due are placed on
non-accrual  status  unless  there is a  reasonable  expectation  of the  timely
collection of all amounts past due.  Payments on non-accrual loans are allocated
to principal and interest according to the original loan terms unless collection
of all  amounts  due  under  the loan  agreement  is in  doubt,  in  which  case
collections are applied to principal loan balances.

CN Bancorp,  Inc.  had no real estate  owned or other  assets  acquired  through
foreclosure,  deeds in lieu of foreclosure or  repossession at December 31, 2002
or December 31, 2001.

The table below presents information regarding  non-performing loans at December
31, 2002 and 2001.

                                       6

<PAGE>


<TABLE>

                              NON-PERFORMING LOANS

                                                           December 31,        December 31,
                                                               2002                2001
                                                         -----------------  -------------------
    (In thousands)
<S>                                                                 <C>                   <C>
    Non-accruing commercial loans                                   $275                  335
    Accruing loans past due 90 days or longer
                                                                        -                    -
                                                         -----------------  -------------------
      Total non-performing loans
                                                                    $275                  335
                                                         =================  ===================

    Non-accruing loans:
      Interest income not recorded on non-
         accruing loans
                                                                     $39                   15
      Interest income included in net income
         for period on non-accruing loans collections                 $7                    8

    Ratios:
      Non-performing loans to total loans                           0.43%                0.56%
      Non-performing loans to total assets                          0.26%                0.38%
      Allowance for loan losses to non-
         performing loans                                         270.91%              233.13%
      Commitments to lend additional funds to
         non-performing loan customers                                 -                    -

    Restructured loans:                                             None                None

</TABLE>

         At  December  31,  2002,  CN Bancorp  has three  loans on  non-interest
accrual status with carrying values totaling $275,063:  (1) a secured commercial
loan in the amount of $73,918  ($81,146  balance at December 31, 2001) for which
the  customer  is  making  required  payments  and  interest  is  recognized  as
collected;  (2)  commercial  loans to  companies  controlled  by one  individual
totaling $10,566  ($254,015 at December 31, 2001); and (3) a secured  commercial
loan with a carrying  value of  $190,579.  CN Bancorp is not  committed  to lend
funds  to  debtors  whose  loans  are  on  non-interest  accrual  status  or are
considered impaired.

Securities Portfolio
--------------------

         CN Bancorp,  Inc.'s portfolio is composed primarily of interest-earning
bills, notes and bonds issued by the United States government and its direct and
sponsored agencies. The portfolio provides a source of liquidity, collateral for
repurchase  agreements and public funds as well as being a means of diversifying
CN Bancorp,  Inc.'s earning asset portfolio.  While CN Bancorp,  Inc.  generally
intends to hold its investment  portfolio  assets until maturity,  a significant
portion of the  portfolio is  classified  as available  for sale.  Securities so
classified are accounted for at fair value with the unrealized  appreciation and
depreciation  reported as a separate  component of stockholders'  equity, net of
income tax effects.  Securities  classified in the held to maturity category are
accounted for at amortized cost. CN Bancorp,  Inc. invests in securities for the
yield they produce and not to profit from trading the  securities.  There are no
trading securities in the portfolio.


                                       7

<PAGE>


         The table  below  presents  the  composition  and  carrying  amounts of
securities in the portfolio as of December 31, 2002 and December 31, 2001.

                                   SECURITIES

                                          December 31,        December 31,
                                             2002                2001
                                     ------------------  ------------------
   (In thousands)
   Available for sale securities:
      Mortgage-backed securities                $1,026                 -
      U.S Government agencies                    8,064               7,002
                                     ------------------  ------------------
                                                 9,090               7,002
                                     ------------------  ------------------

   Held to maturity securities:
      U.S. Treasury securities                     -                   250
      U.S Government agencies                    7,531               4,750
                                     ------------------  ------------------

                                                 7,531               5,000
                                     ------------------  ------------------

   Equity securities                               496                 496
                                     ------------------  ------------------
     Total securities
                                               $17,117              12,498
                                     ==================  ==================


The  tables  below  show the  maturities  and  average  weighted  yields for the
securities portfolio at December 31, 2002.


              MATURITIES and WEIGHTED AVERAGE YIELDS on SECURITIES

<TABLE>


                                                               December 31, 2002
                                                               After one but within
                                        Within one year             five years             Unspecified
                                        Amount      Yield         Amount     Yield        Amount     Yield
                                     -----------------------   ----------------------  ---------------------
<S>                                        <C>        <C>       <C>            <C>          <C>
    (In thousands)
    Amortized cost basis:
       U.S. Government agencies            $1,001     2.68%     14,511         3.49%        -
       Mortgage-backed securities         -                         -                         1,028   3.40%
       Equity securities                  -                         -                           496   5.52%
                                     -----------------------   ----------------------  ---------------------
           Total securities                $1,001     2.68%      14,511        3.49%          1,524   3.96%
                                     =======================   ======================  =====================

    Carrying Value:
       U.S. Government agencies
                                           $1,013                    14,582                      -
       Mortgage-backed securities                                                             1,026
       Equity securities                  -                         -                           496
                                     -------------             -------------           -------------
           Total securities                $1,013                    14,582                   1,522
                                     =============             =============           =============
</TABLE>


Deposits
--------

         County  National  Bank  offers a wide  range of  interest  bearing  and
non-interest   bearing  accounts,   including  commercial  and  retail  checking

                                       8
<PAGE>


accounts,  money  market  accounts,  tax  deferred  accounts,  interest  bearing
statement  savings  accounts and certificates of deposit with fixed and variable
rates and a range of maturity date options. We pay competitive interest rates on
time and savings deposits.

         The  average  balances  and average  rates paid on deposits  during the
years  ended  December  31,  2002 and 2001 are shown in the  tables  below.  All
deposits are domestic deposits.


<TABLE>

                    AVERAGE DEPOSITS BY MAJOR CLASSIFICATION

                                   December 31, 2002               December 31, 2001
                              -----------------------------  -----------------------------
                                    Average       Average         Average        Average
                                    Balance        Rate            Balance        Rate
                                    -------        ----            -------        ----
(In thousands)
Interest bearing:
<S>                                   <C>            <C>              <C>            <C>
  Demand deposits                     $11,724        0.88%            10,954         1.99%
  Savings accounts                     20,532        1.47%            19,602         3.05%
  Time deposits                        33,523        3.73%            24,124         5.35%
Non-interest bearing:
  Demand deposits                      21,468                         19,259
                              -----------------------------  ------------------------------
     Total                            $87,247        1.90%            73,939         2.85%
                              =============================  ==============================
</TABLE>

         The table below shows the maturities  and amounts of time  certificates
(there are no other time deposits) issued in denomination of $100,000 or more at
December 31, 2002 and 2001.
<TABLE>

                                                       DEPOSIT MATURITIES
                                            December 31, 2002      December 31, 2001
                                          ----------------------  ---------------------
   (In thousands)
<S>                                                      <C>                     <C>
   Three months or less                                  $4,901                  2,356
   Over three but within twelve months                    4,970                  2,410
   Over twelve months                                     2,578                  3,345
                                          ----------------------  ---------------------
      Total                                             $12,449                  8,111
                                          ======================  =====================
</TABLE>


Other Borrowed Funds
--------------------

         CN Bancorp,  Inc. enters into sales of securities  under  agreements to
repurchase  the same  securities  with  customers,  which mature from one day to
thirty days from the transaction  date. These  transactions are accounted for as
borrowings and are secured by notes and bonds in the investment  portfolio.  The
amount  borrowed under  repurchase  agreements was $987,510 at December 31, 2002
and $1,377,080 at December 31, 2001.

         The  table  below  sets  forth  information  regarding  borrowing  from
repurchase agreements during the years ended December 31, 2002 and 2001.


                                               December 31,         December 31,
                                                   2002                 2001
                                            -------------------  ---------------

Total outstanding at period-end                       $987,510        $1,377,080
Average interest rate at period-end                      0.75%             1.25%
Average balance during the period                   $2,824,978        $3,261,501
Average interest rate during the period                  1.20%             3.92%
Maximum balance during the period                   $4,037,701        $5,733,457



                                       9

<PAGE>


         CN Bancorp, Inc. borrowed $250,000 in December 2002 under an unsecured
note. The note bears interest at prime plus .25% (4.50% at December 31, 2002)
and is payable on April 27, 2003.

         CN Bancorp, Inc. had no long-term debt during 2002 or 2001.


Other Banking and Financial Services
------------------------------------

         We offer  commercial  customers cash management  services such as sweep
accounts, account reconciliation and wire transfers of funds.  Additionally,  we
make  available   telephone  banking,   ATM/debit  cards,  safe  deposit  boxes,
after-hours deposit services,  travelers' checks,  direct deposit of payroll and
ACH origination for automated transactions for various accounts.

         In addition,  we offer our customers the ability to access  information
about their accounts and view information  about County National Bank's services
and products on County National Bank's website,  www.countynational.com.  Online
banking permits  customers to make transfers of funds among  accounts,  download
information to financial software  packages,  and send e-mail to County National
Bank personnel.

         County National Bank will consider offering additional banking products
and  services  as  warranted  by  customer  demand.  We  believe  that  our data
processing  capability,  provided through a third party vendor, will be adequate
to support the introduction of new products and services.

Competition
-----------

         Deregulation of financial institutions and acquisitions of banks across
state  lines has  resulted  in  widespread  changes  in the  financial  services
industry.  In our market areas in Anne Arundel County,  Maryland, we face strong
competition from large banks  headquartered  within and outside of Maryland.  In
addition,  we compete with other community banks, savings and loan associations,
credit  unions,  mortgage  companies,  finance  companies  and others  providing
financial  services.  Many of our competitors can finance extensive  advertising
campaigns,  maintain extensive branch networks and technology  investments,  and
offer services that we cannot or will not offer. Also, larger  institutions have
substantially  higher lending limits than County  National Bank has. Some of our
competitors have other  advantages,  such as tax exemption in the case of credit
unions,  and lesser  regulation  in the case of mortgage  companies  and finance
companies.


Employees
---------

         County  National  Bank  had 38  full  time  employees  and 5 part  time
employees as of December 31, 2002.

Supervision and Regulation
--------------------------

         Both CN Bancorp, Inc. and County National Bank are subject to extensive
state and federal banking  regulations  that impose  restrictions on and provide
for general  regulatory  oversight of our  operations.  These laws are generally
intended to protect depositors and not stockholders. The following references to
the laws and regulations  under which CN Bancorp,  Inc. and County National Bank
are  regulated  are brief  summaries,  and are  qualified  in their  entirety by
reference  to such laws and  regulations.  We cannot  predict  the nature or the
extent of the effect on our  business  and  earnings  that new  federal or state
legislation may have in the future.

         Federal Bank Holding Company Regulation
         ---------------------------------------

CN Bancorp, Inc. is a bank holding company under the Bank Holding Company Act of
1956,  as amended.  As such,  CN  Bancorp,  Inc.  is subject to  regulation  and
examination  by the Federal  Reserve  Board,  and is  required to file  periodic
reports  and any  additional  information  that the  Federal  Reserve  Board may


                                       10
<PAGE>


require. The Bank Holding Company Act generally prohibits a bank holding company
from engaging in activities other than banking, managing or controlling banks or
other  permissible  subsidiaries  and acquiring or retaining  direct or indirect
control of any company  engaged in any activities  closely related to banking or
managing or controlling banks.

         On  November  12,  1999,   President   Clinton   signed  into  law  the
Gramm-Leach-Bliley Act ("GLBA"). Effective March 11, 2000, pursuant to authority
granted  under the GLBA, a bank holding  company may elect to become a financial
holding  company and thereby  engage in a broader  range of financial  and other
activities than are permissible for traditional bank holding companies. In order
to qualify for the election, all of the depository  institution  subsidiaries of
the bank holding company must be well  capitalized and well managed,  as defined
by regulation,  and all of its  depository  institution  subsidiaries  must have
achieved a rating of  satisfactory  or better with respect to meeting  community
credit needs.

         Pursuant to the GLBA,  financial  holding  companies  are  permitted to
engage  in  activities   that  are   "financial  in  nature"  or  incidental  or
complementary  thereto and not a substantial risk to the safety and soundness of
the depository  institution or the financial system in general, as determined by
the Federal Reserve Board. The GLBA identifies  several activities as "financial
in  nature,"  including,   among  others,  insurance  underwriting  and  agency,
investment advisory services, merchant banking and underwriting,  and dealing or
making a market in securities. Being designated a financial holding company will
allow  insurance  companies,  securities  brokers and other  types of  financial
companies to affiliate with and/or acquire depository institutions.  CN Bancorp,
Inc. became a financial holding company in 2001.

         The status of CN Bancorp,  Inc. as a registered  bank  holding  company
under the Bank Holding  Company Act and a financial  holding  company  under the
GLBA does not exempt it from  certain  federal  and state  laws and  regulations
applicable to corporations  generally,  including,  without limitation,  certain
provisions of the federal securities laws.

         The  Federal  Reserve  Board must  approve,  among  other  things,  the
acquisition  by a  proposed  bank  holding  company of control of more than five
percent (5%) of the voting shares, or substantially all the assets, of any bank,
or the merger or  consolidation  by a bank  holding  company  with  another bank
holding  company.  Under the  Riegle-Neal  Act, the  restrictions  on interstate
acquisitions  of banks by bank holding  companies  were repealed as of September
29, 1995.  The effect of the repeal of these  restrictions  is that,  subject to
certain time and deposit base requirements,  CN Bancorp, Inc. may acquire a bank
located in Maryland  or any other  state,  and a bank  holding  company  located
outside of Maryland can acquire any Maryland-based bank holding company or bank.

         Subsidiary  banks of a bank  holding  company  are  subject  to certain
restrictions  imposed by statute on any extensions of credit to the bank holding
company  or any of its  subsidiaries,  or  investments  in their  stock or other
securities,  and on taking such stock or securities  as collateral  for loans to
any  borrower.  Further,  a bank  holding  company and any  subsidiary  bank are
prohibited  from engaging in certain tie-in  arrangements in connection with the
extension of credit.  In 1997, the Federal  Reserve Board adopted  amendments to
its  Regulation  Y,  creating  exceptions  to the  Bank  Holding  Company  Act's
anti-tying prohibitions that give bank subsidiaries of holding companies greater
flexibility in packaging products and services with their affiliates.

         In accordance  with Federal Reserve Board policy,  CN Bancorp,  Inc. is
expected to act as a source of financial strength to County National Bank and to
commit  resources to support County National Bank in  circumstances  in which CN
Bancorp, Inc. might not otherwise do so. The Federal Reserve Board may require a
bank  holding  company to  terminate  any  activity or  relinquish  control of a
non-bank  subsidiary  (other  than a  non-bank  subsidiary  of a bank)  upon the
Federal  Reserve's  determination  that such  activity or control  constitutes a
serious  risk  to  the  financial  soundness  or  stability  of  any  subsidiary
depository  institution  of the bank  holding  company.  Further,  federal  bank
regulatory  authorities  have  additional  discretion  to require a bank holding
company  to  divest  itself of any bank or  non-bank  subsidiary  if the  agency
determines  that  divestiture  may aid the  depository  institution's  financial
condition.

                                       11
<PAGE>


         The Federal Reserve Board imposes  risk-based  capital measures on bank
holding companies in order to insure their capital  adequacy.  As a bank holding
company with less than  $150,000,000  in assets,  CN Bancorp,  Inc. is currently
exempt from most of these  risk-based  capital  measures.  However,  the Federal
Reserve Board still requires that CN Bancorp, Inc. remain adequately capitalized
and have the  ability  to retire  any debt  within 25 years  from the date it is
incurred.

         CN Bancorp,  Inc.,  as a bank holding  company,  is subject to dividend
regulations  of the Federal  Reserve  System.  In general,  a small bank holding
company that has a debt to equity ratio  greater than 1:1 is not expected to pay
corporate  dividends until such time as its debt to equity ratio declines to 1:1
or less and its bank subsidiary is otherwise well managed,  well capitalized and
not under any  supervisory  order.  CN  Bancorp,  Inc.  is a small bank  holding
company, and does not have a debt to equity ratio that is greater than 1:1.

         State Bank Holding Company Regulation
         -------------------------------------

         CN Bancorp, Inc. is a Maryland-chartered bank holding company and is
subject to various restrictions on its activities as set forth in Maryland law,
in addition to those restrictions set forth in federal law.

         Under  Maryland law, an existing  bank holding  company that desires to
acquire a Maryland  state-chartered bank or trust company, a federally-chartered
bank with its main office in Maryland,  or a bank  holding  company that has its
principal  place of  business in  Maryland,  must file an  application  with the
Maryland Commissioner of Financial Regulation. In approving the application, the
Maryland   Commissioner  of  Financial  Regulation  must  consider  whether  the
acquisition  may be  detrimental to the safety and soundness of the entity being
acquired  or whether the  acquisition  may result in an undue  concentration  of
resources or a substantial  reduction in competition  in Maryland.  The Maryland
Commissioner  of  Financial  Regulation  may not approve an  acquisition  if, on
consummation of the transaction,  the acquiring  company,  together with all its
insured  depository  institution  affiliates,  would  control 30% or more of the
total amount of deposits of insured  depository  institutions  in Maryland.  The
Maryland  Commissioner  of  Financial  Regulation  has  authority  to  adopt  by
regulation  a  procedure  to  waive  this  requirement  for  good  cause.  In  a
transaction  for  which  approval  of the  Maryland  Commissioner  of  Financial
Regulation is not required due to an exemption  under Maryland law, or for which
federal law  authorizes  the  transaction  without  application  to the Maryland
Commissioner  of  Financial  Regulation,  the  parties to the  acquisition  must
provide written notice to the Maryland  Commissioner of Financial  Regulation at
least 15 days before the effective date of the transaction.

         Regulation of Depository Institution
         ------------------------------------

         General

         County National Bank, as a national banking  association whose accounts
are insured by the Bank Insurance Fund ("BIF") of the Federal Deposit  Insurance
Corporation  up  to  the  maximum  legal  limits,   is  subject  to  regulation,
supervision  and regular  examinations  by the Office of the  Comptroller of the
Currency. County National Bank is a member of the Federal Reserve System and, as
such, is subject to certain  regulations  issued by the Federal  Reserve  Board.
County  National  Bank also is  subject  to  applicable  banking  provisions  of
Maryland  law  insofar  as they do not  conflict  with or are not  preempted  by
federal law. The  regulations of these various  agencies  govern most aspects of
County National Bank's business,  including  setting  required  reserves against
deposits, loans, investments, mergers and acquisitions, borrowing, dividends and
location and number of branch offices.

         Competition among commercial  banks,  savings and loan associations and
credit  unions has increased  following  enactment of  legislation  that greatly
expanded the ability of banks and bank holding companies to engage in interstate
banking    or    acquisition    activities.    Banks    in    the    Washington,
D.C./Maryland/Virginia  area can,  subject to limited  restrictions,  acquire or
merge with a bank in another of the  jurisdictions and can branch de novo in any
of the jurisdictions.

                                       12
<PAGE>


         Banking is a business that depends on interest rate  differentials.  In
general, the differences between the interest paid by a bank on its deposits and
its other  borrowings  and the interest  received by a bank on loans extended to
its customers and  securities  held in its investment  portfolio  constitute the
major  portion of a bank's  earnings.  Thus,  the  earnings and growth of County
National Bank is subject to the influence of economic conditions generally, both
domestic and foreign, and also on the monetary and fiscal policies of the United
States and its agencies, particularly the Federal Reserve Board, which regulates
the supply of money.  We cannot predict the nature and timing of changes in such
policies and their impact on County National Bank.

         Branching and Interstate Banking

          Beginning  on  June  1,  1997,  the  federal  banking   agencies  were
authorized to approve  interstate  bank merger  transactions  without  regard to
whether such a transaction  is  prohibited  by the law of any state,  unless the
home  state of one of the  banks has opted  out of the  interstate  bank  merger
provisions of the  Riegle-Neal  Act.  Furthermore,  under the  Riegle-Neal  Act,
interstate  acquisitions  of branches  are  permitted if the law of the state in
which the branch is located permits such acquisitions.  The Riegle-Neal Act also
authorizes  the Office of the  Comptroller  of the Currency and Federal  Deposit
Insurance  Corporation to approve  interstate  branching de novo by national and
non-member banks, respectively,  but only in states which specifically allow for
such branching.

         The District of Columbia,  Maryland and Virginia  have all enacted laws
which  permit  interstate  acquisitions  of banks and bank  branches  and permit
out-of-state banks to establish de novo branches.

         Capital Adequacy Guidelines

         The  Federal  Reserve  Board,  the  Office  of the  Comptroller  of the
Currency  and  the  Federal  Deposit  Insurance  Corporation  have  all  adopted
risk-based  capital  adequacy  guidelines  by which they assess the  adequacy of
capital in examining  and  supervising  banks and bank holding  companies and in
analyzing  bank  regulatory   applications.   Risk-based  capital   requirements
determine the adequacy of capital based on the risk inherent in various  classes
of assets and off-balance sheet items.

         Since  December 31, 1992,  national  banks have been expected to meet a
minimum ratio of total qualifying  capital (the sum of core capital (Tier 1) and
supplementary  capital (Tier 2)) to  risk-weighted  assets (a "Total  Risk-Based
Capital Ratio) of 8%. At least half of this amount (4%) should be in the form of
core capital.

         Tier 1 capital  for  national  banks  generally  consists of the sum of
common  stockholders'  equity and perpetual preferred stock (subject in the case
of the latter to  limitations  on the kind and amount of such stock which may be
included as Tier 1 capital),  less  goodwill,  without  adjustment in accordance
with Statement of Financial Accounting Standards 115. Tier 2 capital consists of
the following:  hybrid capital  instruments,  perpetual preferred stock which is
not otherwise eligible to be included as Tier 1 capital,  term subordinated debt
and  intermediate-term  preferred stock,  and,  subject to limitations,  general
allowances for loan losses.  Assets are adjusted under the risk-based guidelines
to take into account different risk characteristics, with the categories ranging
from 0% (requiring  no risk-based  capital) for assets such as cash, to 100% for
the bulk of assets  which are  typically  held by a commercial  bank,  including
certain  multi-family  residential and commercial real estate loans,  commercial
business  loans  and  consumer  loans.   Residential  first  mortgage  loans  on
one-to-four-family  residential  real estate and certain  seasoned  multi-family
residential  real  estate  loans,  which  are not 90 days  or more  past-due  or
non-performing and which have been made in accordance with prudent  underwriting
standards,  are assigned a 50% level in the risk-weighing system, as are certain
privately issued mortgage-backed  securities  representing indirect ownership of
such  loans.  Off-balance  sheet items also are  adjusted  to take into  account
certain risk characteristics.

         In addition to the risk-based capital  requirements,  the Office of the
Comptroller of the Currency and the Federal Deposit  Insurance  Corporation have
established  a minimum  3%  Leverage  Capital  Ratio  (Tier 1  capital  to total

                                       13
<PAGE>


adjusted assets) requirement for the most highly-rated banks, with an additional
cushion  of at  least  100 to 200  basis  points  for  all  other  banks,  which
effectively increases the minimum Leverage Capital Ratio for such other banks to
4%-5% or more. Under the applicable  regulations,  highest-rated banks are those
that the Office of the  Comptroller  of the  Currency  and the  Federal  Deposit
Insurance   Corporation   determines  are  not   anticipating   or  experiencing
significant  growth and have well diversified risk,  including no undue interest
rate risk exposure,  excellent asset quality, high liquidity, good earnings and,
in general,  those which are  considered a strong banking  organization.  A bank
that has less than the minimum Leverage Capital Ratio requirement must submit to
the applicable regulator for review and approval of a reasonable plan describing
the means and timing by which the bank will achieve its minimum Leverage Capital
Ratio  requirement.  A bank  which  fails to file  such a plan is  deemed  to be
operating  in  an  unsafe  and  unsound   manner  and  could  be  subject  to  a
cease-and-desist order.

         The Office of the Comptroller of the Currency's and the Federal Deposit
Insurance  Corporation's  regulations  also provide that any insured  depository
institution with a Leverage Capital Ratio less than 2% is deemed to be operating
in an unsafe or unsound  condition.  Operating  in an unsafe or  unsound  manner
could lead the  Federal  Deposit  Insurance  Corporation  to  terminate  deposit
insurance.  However,  such an institution  will not be subject to an enforcement
proceeding solely on account of its capital ratios if it has entered into and is
in compliance with a written agreement with the Office of the Comptroller of the
Currency or the Federal Deposit  Insurance  Corporation to increase its Leverage
Capital Ratio to such level as the Office of the  Comptroller of the Currency or
the Federal Deposit  Insurance  Corporation  deems  appropriate and to take such
other action as may be necessary  for the  institution  to be operated in a safe
and sound manner. The capital regulations also provide,  among other things, for
the  issuance by the Office of the  Comptroller  of the  Currency or the Federal
Deposit  Insurance  Corporation  or their  respective  designee(s)  of a capital
directive,  which is a final  order  issued  to a bank  that  fails to  maintain
minimum  capital or to restore its capital to the  minimum  capital  requirement
within a specified time period. Such directive is enforceable in the same manner
as a final cease-and-desist order.

         Prompt Corrective Action

         Each federal banking agency is required to implement a system of prompt
corrective  action  for  institutions  which  it  regulates.   Under  applicable
regulations,  a bank will be deemed to be:  (i) "well  capitalized"  if it has a
Total Risk-Based Capital Ratio of 10% or more, a Tier 1 Risk-Based Capital Ratio
of 6% or more, a Leverage  Capital Ratio of 5% or more and is not subject to any
written capital order or directive;  (ii)  "adequately  capitalized" if it has a
Total Risk-Based  Capital Ratio of 8% or more, a Tier 1 Risk-Based Capital Ratio
of 4% or more and a  Leverage  Capital  Ratio of 4% or more  (3%  under  certain
circumstances);  (iii)  "undercapitalized"  if it has a Total Risk-Based Capital
Ratio that is less than 8%, a Tier 1 Risk-Based  Capital Ratio that is less than
4% or a  Leverage  Capital  Ratio  that is  less  than 4%  (3.3%  under  certain
circumstances);   (iv)  "significantly  undercapitalized"  if  it  has  a  Total
Risk-Based Capital Ratio that is less than 6%, a Tier 1 Risk-Based Capital Ratio
that is less than 3% or a Leverage  Capital  Ratio that is less than 3%; and (v)
"critically  undercapitalized"  if it has a ratio of  tangible  equity  to total
assets that is equal to or less than 2%.

         County  National Bank is classified as well  capitalized by its primary
regulator in its latest report.

         An institution  generally must file a written capital  restoration plan
which meets specified  requirements  with an appropriate  federal banking agency
within 45 days of the date the institution  receives notice or is deemed to have
notice that it is undercapitalized, significantly undercapitalized or critically
undercapitalized.  The federal banking agency must provide the institution  with
written  notice of approval or  disapproval  within 60 days after  receiving the
capital restoration plan, subject to extensions by the applicable agency.

         An  institution  required  to  submit a capital  restoration  plan must
concurrently  submit a  performance  guaranty by each company that  controls the
institution. Such guaranty is limited to the lesser of (i) an amount equal to 5%
of the  institution's  total assets at the time the  institution was notified or
deemed to have notice that it was  undercapitalized or (ii) the amount necessary
at such time to restore the relevant  capital measures of the institution to the
levels required for the institution to be classified as adequately  capitalized.
Such  a  guaranty   expires  after  the  federal  banking  agency  notifies  the

                                       14
<PAGE>


institution  that  it has  remained  adequately  capitalized  for  each  of four
consecutive  calendar  quarters.  An institution which fails to submit a written
capital  restoration  plan within the requisite  period,  including any required
performance  guaranty,  or fails in any material  respect to implement a capital
restoration  plan, is subject to the  restrictions  in Section 38 of the Federal
Deposit  Insurance Act which are  applicable to  significantly  undercapitalized
institutions.

         A   critically   undercapitalized   institution   will  be   placed  in
conservatorship  or  receivership  within 90 days  unless  the  Federal  Deposit
Insurance  Corporation  formally  determines that  forbearance  from such action
would better  protect the deposit  insurance  fund.  Unless the Federal  Deposit
Insurance  Corporation or other  appropriate  federal banking  regulatory agency
makes specific further findings and certifies that the institution is viable and
is not expected to fail, an institution that remains critically undercapitalized
on  average  during  the  four  calendar  quarters  after  the  date it  becomes
critically undercapitalized must be placed in receivership.

         Immediately  upon becoming  undercapitalized,  an  institution  becomes
subject  to  statutory   provisions   which  (i)  restrict  payment  of  capital
distributions  and management  fees; (ii) require that the  appropriate  federal
banking  agency  monitor the  condition  of the  institution  and its efforts to
restore its capital;  (iii) require  submission of a capital  restoration  plan;
(iv)  restrict  the growth of the  institution's  assets and (v)  require  prior
approval of certain expansion proposals.  The appropriate federal banking agency
for an  undercapitalized  institution  also may take any number of discretionary
supervisory  actions  if the  agency  determines  that any of these  actions  is
necessary  to resolve the  problems  of the  institution  at the least  possible
long-term  cost to the  deposit  insurance  fund,  subject in  certain  cases to
specified procedures.  These discretionary supervisory actions include requiring
the  institution to raise  additional  capital,  restricting  transactions  with
affiliates,  requiring  divestiture  of  the  institution  or  the  sale  of the
institution to a willing  purchaser,  and any other supervisory  action that the
agency  deems  appropriate.   Significantly   undercapitalized   and  critically
undercapitalized  institutions are subject to these and additional mandatory and
permissive supervisory actions.

         Regulatory Enforcement Authority

         The Financial  Institutions  Reform,  Recovery,  and Enforcement Act of
1989  ("FIRREA")  included  substantial  enhancement to the  enforcement  powers
available to federal banking  regulators.  This enforcement  authority included,
among other  things,  the  ability to assess  civil  money  penalties,  to issue
cease-and-desist  or removal orders and to initiate  injunctive  actions against
banking organizations and institution-affiliated  parties, as defined in FIRREA.
In general,  these  enforcement  actions may be initiated for violations of laws
and regulations and unsafe or unsound practices.  Other actions or inactions may
provide  the basis for  enforcement  action,  including  misleading  or untimely
reports filed with regulatory  authorities.  FIRREA significantly  increased the
amount of and grounds for civil  money  penalties  and  requires,  except  under
certain  circumstances,  public disclosure of final  enforcement  actions by the
federal banking agencies.

         Deposit Insurance

         The Federal  Deposit  Insurance  Corporation  has adopted a  risk-based
deposit insurance  assessment system. The Federal Deposit Insurance  Corporation
assigns  an  institution  to  one  of  three  capital  categories  based  on the
institution's  financial  information,  as of the reporting  period ending seven
months before the assessment  period,  consisting of (i) well capitalized,  (ii)
adequately capitalized or (iii)  undercapitalized,  and one of three supervisory
subcategories  within each capital group.  The supervisory  subgroup to which an
institution  is assigned is based on a  supervisory  evaluation  provided to the
Federal  Deposit  Insurance  Corporation by the  institution's  primary  federal
regulator  and  information  that  the  Federal  Deposit  Insurance  Corporation
determines to be relevant to the institution's  financial condition and the risk
posed to the deposit  insurance funds. An institution's  assessment rate depends
on the capital category and supervisory subcategory to which it is assigned.

         Assessment rates for BIF insured deposits  currently range from 0 basis
points to 27 basis points.  County  National Bank has been assigned to a capital

                                       15

<PAGE>


and  supervisory  subcategory  that has an  assessment  rate of 0%. The  Federal
Deposit  Insurance  Corporation is authorized to raise the  assessment  rates in
certain  circumstances,  including to maintain or achieve a  designated  reserve
ratio for BIF deposits.  The Federal Deposit Insurance Corporation has exercised
its authority to raise rates in the past and may raise insurance premiums in the
future. If such action is taken by the Federal Deposit Insurance Corporation, it
could have an adverse effect on the earnings of CN Bancorp, Inc.

         Under the Federal Deposit  Insurance Act,  insurance of deposits may be
terminated by the Federal Deposit Insurance  Corporation upon a finding that the
institution  has  engaged  in unsafe or  unsound  practices,  is in an unsafe or
unsound  condition to continue  operations or has violated any  applicable  law,
regulation,  rule, order or condition  imposed by the Federal Deposit  Insurance
Corporation.

         Transactions with Affiliates and Insiders

         County National Bank is subject to the provisions of Section 23A of the
Federal  Reserve Act which place limits on the amount of loans or  extensions of
credit to affiliates (as defined in the Federal Reserve Act),  investments in or
certain  other  transactions  with  affiliates  and on the amount of advances to
third parties  collateralized  by the  securities or  obligations of affiliates.
Section 23A limits the  aggregate  amount of  transactions  with any  individual
affiliate  to ten percent  (10%) of the  capital and surplus of County  National
Bank and also limits the aggregate amount of transactions with all affiliates to
twenty percent (20%) of capital and surplus.  Loans and certain other extensions
of credit to  affiliates  are required to be secured by  collateral in an amount
and of a type  described in Section 23A, and the purchase of low quality  assets
from affiliates is generally prohibited.

         County  National Bank is also subject to the  provisions of Section 23B
of the Federal  Reserve Act which,  among other things,  prohibit an institution
from engaging in certain transactions with certain affiliates (as defined in the
Federal  Reserve Act) unless the  transactions  are on terms  substantially  the
same, or at least as favorable to such institution  and/or its subsidiaries,  as
those  prevailing at the time for comparable  transactions  with  non-affiliated
entities. In the absence of comparable transactions,  such transactions may only
occur under terms and  circumstances,  including credit standards,  that in good
faith would be offered to or would apply to non-affiliated companies.

         County  National  Bank is  subject  to the  restrictions  contained  in
Section  22(h)  of the  Federal  Reserve  Act and the  Federal  Reserve  Board's
Regulation O thereunder on loans to executive officers,  directors and principal
stockholders.  Under Section 22(h), loans to a director, an executive officer or
a greater-than-10% stockholder of a bank as well as certain affiliated interests
of any of the  foregoing  may not exceed,  together  with all other  outstanding
loans to such person and affiliated interests, the  loans-to-one-borrower  limit
applicable to national  banks  (generally  15% of the  institution's  unimpaired
capital and surplus), and all loans to all such persons in the aggregate may not
exceed the institution's unimpaired capital and unimpaired surplus. Regulation O
also  prohibits  the making of loans in an amount  greater than $25,000 or 5% of
capital and surplus but in any event not over $500,000, to directors,  executive
officers  and  greater-than-10%  stockholders  of a bank,  and their  respective
affiliates, unless such loans are approved in advance by a majority of the board
of directors of the bank with any "interested" director not participating in the
voting.  Furthermore,  Regulation O requires that loans to directors,  executive
officers and principal stockholders of a bank be made on terms substantially the
same as those that are offered in  comparable  transactions  to unrelated  third
parties unless the loans are made pursuant to a benefit or compensation  program
that is  widely  available  to all  employees  of the  bank  and  does  not give
preference  to insiders  over other  employees.  Regulation  O also  prohibits a
depository  institution  from  paying  overdrafts  over  $1,000  of  any  of its
executive  officers  or  directors  unless  they are paid  pursuant  to  written
pre-authorized extension of credit or transfer of funds plans.

         All of  County  National  Bank's  loans to its and CN  Bancorp,  Inc.'s
executive officers, directors and greater-than-10%  stockholders, and affiliated
interests of such persons, comply with the requirements of Sections 23A, 23B and
22(h) of the Federal Reserve Act and Regulation O.

                                       16

<PAGE>


         Loans to One Borrower

         County National Bank is subject to the statutory and regulatory  limits
on the extension of credit to one  borrower.  Generally,  the maximum  amount of
total outstanding loans that a national bank may have to any one borrower at any
one time is 15% of the bank's  unimpaired  capital and surplus.  A national bank
may lend an  additional  10% on top of the 15% if the amount that exceeds 15% of
the bank's unimpaired capital and surplus is fully secured by readily marketable
collateral.

         Liquidity

         County National Bank is subject to the reserve  requirements of Federal
Reserve Board Regulation D, which applies to all depository institutions.  As of
December 17, 2002,  amounts in transaction  accounts above  $6,000,000 and under
$42,100,000  must have  reserves held against them in the ratio of three percent
(3%) of the amount.  Amounts above  $42,100,000  require  reserves of $1,263,000
plus 10% of the amount in excess of $42,100,000.

         Dividends

         The  principal  source of CN  Bancorp's  revenues  will be derived from
dividends received from its subsidiary bank and interest income it receives from
the  offering  proceeds.  The  amount  of  dividends  that may be paid by County
National Bank to CN Bancorp,  Inc.  depends on its earnings and capital position
and is limited by statute,  regulations and policies. As a national bank, County
National Bank may not pay dividends from its paid-in surplus. All dividends must
be paid  out of  undivided  profits  then on  hand,  after  deducting  expenses,
including provisions for loan losses and bad debts. In addition, a national bank
is prohibited  from declaring a dividend on its shares of common stock until its
surplus equals its stated capital,  unless there has been transferred to surplus
no  less  than  one-tenth  of the  bank's  net  profits  for the  preceding  two
consecutive half-year periods (in the case of an annual dividend).  The approval
of the Office of the Comptroller of the Currency is required if the total of all
dividends  declared by a national bank in any calendar year exceeds the total of
its net profits for that year  combined  with its  retained  net profits for the
preceding two years, less any required transfers to surplus. In addition, County
National Bank may not pay a dividend if, after paying the dividend,  it would be
undercapitalized.

         Community Reinvestment Act

         The Community  Reinvestment  Act ("CRA")  requires  that, in connection
with   examinations   of  financial   institutions   within   their   respective
jurisdictions,   the  Federal  Reserve  Board,  the  Federal  Deposit  Insurance
Corporation,  the Office of the  Comptroller  of the  Currency  or the Office of
Thrift  Supervision  shall evaluate the record of the financial  institutions in
meeting the credit needs of their local communities,  including low and moderate
income  neighborhoods,  consistent  with the safe and sound  operation  of those
institutions.  The CRA does  not  establish  specific  lending  requirements  or
programs  for  financial   institutions  nor  does  it  limit  an  institution's
discretion  to develop the types of products and  services  that it believes are
best  suited  to  its  particular   community,   consistent  with  the  CRA.  An
institution's  CRA activities are considered in, among other things,  evaluating
mergers,  acquisitions and applications to open a branch or facility, as well as
determining whether the institution will be permitted to exercise certain of the
powers  allowed by the GLBA.  The CRA also  requires  all  institutions  to make
public  disclosure of their CRA ratings.  County  National Bank was examined for
CRA compliance in December 1998 and received a CRA rating of "Satisfactory."


Item 2. Description of Properties

         The executive offices of CN Bancorp, Inc. and County National Bank are
located at 7401 Ritchie Highway, Glen Burnie, Maryland 21061. The following sets
forth certain information regarding the offices of CN Bancorp, Inc. and County
National Bank.


                                       17

<PAGE>


         Glen Burnie, Maryland

         Since July 1997,  County  National  Bank has  leased  three  contiguous
parcels  from Tate  Properties,  L.L.C.:  (1) 0.38 acres of land at 7405 Ritchie
Highway,  Glen  Burnie,  Maryland on which we  constructed  a 2,922  square foot
branch  building;  (2) 0.725 acres of land with a 8,811 square foot  building at
7401-7403  Ritchie  Highway,  Glen  Burnie,   Maryland  which  we  use  for  our
administration  offices;  and (3) a 1,290  square  foot house on a 0.26 acre lot
currently subleased to unrelated tenants for $938 per month.

         The  landlord  is an entity  owned by the family of Creston G. Tate,  a
stockholder  and director of CN Bancorp,  Inc. and a director of County National
Bank.  The initial term of the lease  required  monthly  payments of $10,300 and
expired on May 31,  2001.  The first year of the first  five-year  renewal  term
began on June 1, 2001 at a base rent of $11,000 per month. Thereafter, base rent
will increase  annually  based on increases in the consumer  price index for the
Washington  Baltimore area. The lease contains two additional  five-year renewal
options and contains an option for the bank to purchase the parcels from January
1, 2015 until May 1, 2016 at their appraised  value. The bank is responsible for
payment of real estate  taxes,  insurance,  utilities  and  maintenance  for the
parcels.

         Pasadena, Maryland

         County  National  Bank  leases  0.68 acres of land  containing  a 1,500
square  foot  building  at  4001  Mountain  Road,  Pasadena,  Maryland  from  an
unaffiliated  party  for use as a bank  branch.  The  initial  term of the lease
required monthly payments of $1,300 per month and expired on September 30, 2001.
The first year of the first five-year renewal term began on October 1, 2001 at a
base rent of $1,450  per month.  Thereafter,  base rent will  increase  annually
based on  increases  in the consumer  price index for the  Washington  Baltimore
area. The lease contains four additional  five-year renewal options,  a right of
first  refusal  in the event of the sale of the  property  and an option for the
bank to purchase the property for its appraised value from January 1, 2026 until
May 30,  2026.  The  bank is  responsible  for  payment  of real  estate  taxes,
insurance, utilities and maintenance for the property.

         Odenton, Maryland

         County  National  Bank  acquired a 1.1 acre lot at 8759  Piney  Orchard
Parkway,  Odenton,  Maryland on which we built a 2,116  square foot bank branch.
The branch was opened in June 1999.  This  property is lien free. As part of the
land  purchase,  the seller  agreed to a covenant  prohibiting  the operation of
another  banking  institution  in the  shopping  center in which  our  branch is
located.

         Linthicum, Maryland

         In February 2003,  County  National Bank leased,  effective  January 1,
2003,  the buildings  and real property  located at 504 and 506 Camp Meade Road,
Linthicum,  Maryland primarily for use as a future branch site. The lease has an
initial term of five years with four  options to renew for five years each.  The
rent for the first  year is $3,700 per month with  annual  increases  based upon
increases in the consumer price index for the Washington  Baltimore area. County
National  Bank has  sublet  one of the  buildings  for five  years at $2,800 per
month.  The subtenant has one, five year renewal  option but the rent amount for
the renewal period would be negotiated at the renewal.

Item 3. Legal Proceedings

         CN Bancorp, Inc. is not involved in any pending legal proceedings other
than routine legal proceedings occurring in the ordinary course of business.

Item 4. Submission of Matters to a Vote of Security Holders

         None

                                       18
<PAGE>


                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

         The information contained under the section captioned "Common Stock and
Dividends"  in CN Bancorp,  Inc.'s Annual  Report to  Stockholders  for the year
ended  December  31, 2002 (the  "Annual  Report")  filed as Exhibit 13 hereto is
incorporated herein by reference.

Item 6. Management's Discussion and Analysis

         The  information  contained under the section  captioned  "Management's
Discussion  and  Analysis"  in the  Annual  Report  is  incorporated  herein  by
reference.

Item 7. Financial Statements

         CN Bancorp,  Inc.'s consolidated financial statements listed under Item
13 are incorporated herein by reference.

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

         None.

                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

         CN Bancorp, Inc.'s directors and executive officers and County National
Bank's directors and executive officers are as follows:
<TABLE>


         Name                Age                          Position
         ----                ---                          --------

<S>                          <C>      <C>
Jan W. Clark                 66       Chairman of the Board of Directors, and President and Chief Executive
                                      Officer of CN Bancorp, Inc.; Director, President and Chief Executive
                                      Officer of County National Bank
John E. DeGrange, Sr.        59       Vice Chairman of the Board of Directors of CN Bancorp, Inc.; Vice
                                      Chairman of the Board of Directors of County National Bank
Carl L. Hein, Jr.            76       Director and Treasurer of CN Bancorp, Inc.;
                                      Director and Treasurer of County National Bank
Creston G. Tate              75       Director of CN Bancorp, Inc.; Director of County National Bank
John G. Warner               60       Director and Executive Vice President of CN Bancorp, Inc.; Director and
                                      Executive Vice President of County National Bank
Gerald V. McDonald           68       Director of CN Bancorp, Inc.; Chairman of the Board of Directors of
                                      County National Bank
F. Paul Dorr, Jr.            63       Director of County National Bank
Robert P. Musselman, Sr.     63       Director of County National Bank
Daljit Singh Sawhney         61       Director of County National Bank
LeRoy C. Taylor              68       Director of County National Bank
K. Patricia Wellford         61       Director of County National Bank
Michael T. Storm             52       Chief Financial Officer of CN Bancorp, Inc.; Senior Vice President and
                                      Chief Financial Officer of County National Bank
Michael L. Derr              52       Vice President, County National Bank
</TABLE>

                                       19

<PAGE>


Messrs.  Hein and Warner's terms as directors of CN Bancorp,  Inc. expire at the
2003 annual meeting of stockholders of CN Bancorp, Inc.

Messrs. DeGrange and Tate's terms as directors of CN Bancorp, Inc. expire at the
2004 annual meeting of stockholders of CN Bancorp, Inc.

Messrs.  McDonald and Clark's terms as directors of CN Bancorp,  Inc.  expire at
the 2005 annual meeting of stockholders of CN Bancorp, Inc.

Jan W. Clark is the chairman of the board of directors  and  president and chief
executive  officer of CN Bancorp,  Inc.,  and he is a director and president and
chief  executive  officer of County  National Bank. He has held these  positions
since 1996, with the exception of his position as chairman,  which he assumed in
May 2000. Mr. Clark was the former president and chief executive  officer of The
Bank of Glen Burnie, having served in that capacity from 1991 to March 1995. Mr.
Clark was a director of The Bank of Glen Burnie from 1988-1995,  where he served
on various board of directors'  committees.  Mr. Clark also served as a director
of North  Arundel  Savings  Bank,  FSB  from  1975 to  1988.  Prior to  becoming
president  of The  Bank  of  Glen  Burnie,  Mr.  Clark  was a  principal  of the
accounting firm of Clark and Anderson,  of which he was one of the founders.  He
has been a certified public accountant since 1969.

John E.  DeGrange,  Sr. has been a director  of CN Bancorp,  Inc.  and of County
National  Bank since 1996.  He became vice chairman of the board of directors of
County  National Bank in May 1999 and vice chairman of the board of directors of
CN Bancorp, Inc., in May 2000. Mr. DeGrange was the president of DeGrange Lumber
Company,  Inc. from 1962 until November 1995, and from 1965 until 1996 he was an
officer  of The  DeGrange  Company,  a company  formed to hold real  estate  for
DeGrange  Lumber  Company,  Inc. Mr. DeGrange was a director of The Bank of Glen
Burnie from 1984 to 1995. Mr.  DeGrange was the treasurer of Glen Burnie Bancorp
from 1993 to 1995.  Since 1996, Mr. DeGrange has been a  self-employed  painting
contractor.

Carl L. Hein,  Jr. is a director  and the  treasurer  of CN Bancorp,  Inc. and a
director  and the  treasurer  of County  National  Bank.  He has served in those
capacities  since 1996.  Mr. Hein is currently the president of Hein Bros,  Inc.
and has served in that  capacity for over 20 years.  Hein Bros,  Inc. is a third
generation business located in Glen Burnie,  Maryland and is a major supplier of
heating  fuel  to  retail  and  commercial   customers.   The  company  provides
maintenance service for heating and air conditioning  systems in addition to its
fuel and heating and oil sales.

Creston G. Tate has been a director of CN Bancorp, Inc. and of County National
Bank since 1996. Mr. Tate is the president and chief executive officer of Tate
Chrysler Plymouth (Glen Burnie); Tate Dodge, Inc.; Tate Dodge, Chrysler
Plymouth; Tate Chrysler Plymouth of Frederick, Inc.; and Tate Chevrolet, Geo,
BMW, Inc., and has served in those capacities for over 35 years.

John G. Warner has served as executive  vice  president of CN Bancorp,  Inc. and
County  National  Bank and as a  director  of CN  Bancorp,  Inc.  and of  County
National Bank since 1996.  From 1991 until 1996,  Mr. Warner was a consultant in
the construction industry.  From 1990 to 1991, Mr. Warner was president of First
Federal  Savings Bank of Annapolis.  From 1989 to 1990,  Mr. Warner was a senior
vice president in the lending division of First Annapolis Savings Bank. Prior to
those  positions,  Mr. Warner served in management  capacities for over 25 years
with  several  commercial  banks,  including  Maryland  National  Bank and State
National Bank of which he was the president.

Gerald V.  McDonald has been a director of CN Bancorp,  Inc.  since 2001. He has
served as a director of County National Bank since 1997 and presently  serves as
Chairman  of the  Board.  Mr.  McDonald  owned and  served as the  president  of
Chesapeake  Optical Company,  a manufacturer of prescription  lenses,  from 1967
until he sold the company in 2002. He currently has consulting arrangements with
the company.  Since 1978,  Mr.  McDonald also has been the president of Ferguson
Test Kits, a  manufacturer  of drug test kits.  He is also a general  partner of
Chesapeake Group Enterprises and Miles Center Associates.

                                       20

<PAGE>


F. Paul Dorr, Jr. has been a director of County National Bank since 1999.  Since
1958, Mr. Dorr has owned and served as the president of F.P. Dorr & Sons,  Inc.,
an automotive service company located in Crownsville,  Maryland.  Mr. Dorr was a
director of The Bank of Glen Burnie from 1986 to 1995.

Robert P. Musselman, Sr. has been a director of County National Bank since 1996.
Mr. Musselman currently is the president of Musselman's Dodge, Inc. and has
served in that capacity for over five years. Mr. Musselman owns a number of
businesses in the Anne Arundel County area including Musselman's Dodge, Inc.,
Robert Musselman's Body Shop, Inc., Modern Builders Plus, Drum Point Associates,
Trigroup, LLC and Terrie's Auto Sales. Mr. Musselman was a director of Severn
Savings Bank, FSB, from 1986 to 1989.

Dr. Daljit Singh Sawhney has been a director of County National Bank since 1996.
Dr.  Sawhney  currently  practices  medicine  in Glen  Burnie,  Maryland  and is
president of  Sawhney-Khandelival,  P.A. Dr. Sawhney has served in this capacity
since 1975. Dr. Sawhney  received his medical  training at the Amritson  Medical
College in Punjab,  India and served his internship at Harbor Hospital Center in
Baltimore.  Dr. Sawhney also is executive  vice president of Sawhney  Neurology,
P.A. and president of Crain Towers, Inc., a real estate concern.

LeRoy C. Taylor has been a director of County  National Bank since 1996, and has
served as chairman of the bank's audit  committee  since 1996.  Since 1975,  Mr.
Taylor has been a certified  public  accountant in private practice in Baltimore
and Glen Burnie, Maryland. Mr. Taylor is a member of the Maryland Association of
Certified  Public  Accountants and was director of the North Anne Arundel County
Chamber of Commerce in 1985.

K.  Patricia  Wellford has been a director of County  National  Bank since 1996.
Mrs.  Wellford was a director of The Bank of Glen Burnie from 1990 to 1995. Mrs.
Wellford serves as a director of the Odenton  Heritage  Society,  the Hospice of
the Chesapeake,  the Odenton Health  Association and as an advisory  director of
the Greater  Odenton  Improvement  Association.  From 1994 to 1998, Ms. Wellford
served as an  administrative  aide to a Maryland  state  delegate.  She has been
retired since 1998.

Michael T. Storm has been the senior vice president and chief financial  officer
of County  National  Bank since 1998 and chief  financial  officer of CN Bancorp
since  2001.  Prior to joining  County  National  Bank,  he was a  self-employed
banking  consultant  during 1997,  and he served as the executive vice president
and chief financial officer of Annapolis National Bank from 1990-1997.

Michael L. Derr joined  County  National  Bank in May 2001 as a vice  president.
From 1999 until 2001,  he served as senior vice  president  and chief  operating
officer of Harbor Capital National Bank in Rockville, Maryland. Prior to joining
the organizing  efforts of Harbor Capital  National Bank, Mr. Derr was president
of MLD Consulting,  Inc., a bank consulting  company,  which he founded in 1998.
Mr. Derr  previously  served as assistant  vice  president and vice president of
operations at The Bank of Glen Burnie from 1989 to 1998.  From 1972 to 1989, Mr.
Derr held various positions,  including vice president of operations, at Citizen
Savings Bank, FSB.

         The directors of CN Bancorp,  Inc. are divided into three classes, with
each class containing one-third of the total number of directors,  as near as is
possible. Each director serves for a term ending on the date of the third annual
meeting of stockholders  following the annual meeting at which such director was
elected.  Pursuant to the charter of CN Bancorp, Inc., the term of office of one
of the three classes of directors expires each year. The officers of CN Bancorp,
Inc. are elected annually by the board of directors following the annual meeting
of  stockholders  and serve for terms of one year or until their  successors are
duly elected and qualified  except where a longer term is expressly  provided in
an employment contract duly authorized and approved by the board of directors of
CN Bancorp, Inc.

         Directors of County  National Bank are elected  annually by CN Bancorp,
Inc., its sole stockholder.

                                       21

<PAGE>


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

         CN Bancorp,  Inc. did not have a class of equity securities  registered
pursuant to the  Securities  and Exchange Act of 1934, as amended (the "Exchange
Act"), at any time during the fiscal year ended December 31, 2002.  Accordingly,
there is no requirement upon CN Bancorp,  Inc.'s officers,  directors and 10% or
greater  stockholders to file any reports required  pursuant to Section 16(a) of
the Exchange Act.

Item 10. Executive Compensation

         The following table summarizes the  compensation  paid to the president
and chief executive officer of CN Bancorp, Inc. and County National Bank, and to
each other  executive  officer whose salary and bonus exceeded  $100,000 for the
years ended December 31, 2002 and 2001.  Compensation is paid by County National
Bank, and no additional compensation is paid by CN Bancorp, Inc.

<TABLE>
                           Summary Compensation Table
                Name and                          Annual Compensation           Other Annual
           Principal Position           Year      Salary           Bonus      Compensation(1) (2)
           ------------------          -----     -------           -----      -------------------

<S>                                     <C>          <C>                                <C>
Jan W. Clark                            2002         $158,493        -                  $19,779
President and CEO,                      2001         $146,259        -                   $8,214
 CN Bancorp, Inc. and
 County National Bank

John G. Warner                          2002         $142,789        -                  $16,635
Executive Vice President,               2001         $139,535        -                   $8,231
 CN Bancorp, Inc.
Executive Vice President and COO,
 County National Bank

Michael T. Storm                        2002         $105,683        -                   $1,586
Chief Financial Officer,                2001          $98,903        -                   $1,060
 CN Bancorp, Inc.
Senior Vice President and CFO
 County National Bank

(1)  Amounts include a car allowance and contributions to benefit plans and, for
     2002,  vested  interest in SERP program of $10,234 and $7,544 for Mr. Clark
     and Mr. Warner, respectively.
(2)  CN Bancorp,  Inc.  does not  currently  grant  equity  compensation  to its
     officers,  and neither CN Bancorp,  Inc. nor County National Bank currently
     has any long-term incentive plans.
</TABLE>

Employment Agreements
---------------------

         Jan W. Clark and John G. Warner each have an employment  agreement with
County  National  Bank.  Both  agreements  are dated  December  19,  1996.  Each
agreement was for an initial term of two years, and each agreement automatically
renews  for  additional  two  year  terms  provided  that  neither  party to the
agreement  notifies the other of his or its desire to terminate the agreement at
least  thirty  days  prior to the  expiration  of the then  current  term.  Each
agreement provides for an annual salary, subject to annual merit increases,  and
for an annual bonus if established by the board of directors at its  discretion.
The agreement terminates upon the employee's death or disability, or for certain
events constituting cause as described in the agreement. If County National Bank
terminates  employment  without  cause,  the employee is entitled to receive his
salary  and  employee   benefits  for  a  period  of  24  months  following  the
termination,  plus any attorney's fees he incurs to enforce his rights under the
agreement.

Supplemental Executive Retirement Plan
--------------------------------------

      In June 2002,  County  National Bank purchased bank owned life  insurance,
referred  to as BOLI,  as an  investment  and as a means of  funding  retirement


                                       22

<PAGE>

benefits for certain key executives.  These  policies,  of which County National
Bank is the sole beneficiary, are assets of County National Bank, have been paid
for in their entirety and are intended to fund all  obligations  entered into by
County  National Bank in  connection  with the County  National  Bank  Executive
Supplemental Retirement Plan (SERP).

      In June 2002,  County National Bank adopted the SERP as part of its effort
to attract and retain qualified  executives.  To date,  County National Bank has
entered into Executive  Agreements  pursuant to the SERP with Jan W. Clark, John
G. Warner, Michael T. Storm and Michael L. Derr.

      Pursuant to the Executive  Agreements,  County National Bank has agreed to
pay certain benefits to each executive upon their  retirement,  which is defined
in  the  Executive  Agreement  as  65  years  of  age,  voluntary   resignation,
involuntary  termination  or death.  While the  executive  is  employed,  County
National Bank maintains a pre-retirement  account as a liability  account on its
books for the benefit of the executive.  The pre-retirement account is increased
or decreased each year by the "Index Retirement  Benefit" for the year until the
executive's termination of employment, death or retirement.

      In general,  the Executive  Agreements define the Index Retirement Benefit
as the  excess,  if any,  of  earnings  on a life  insurance  policy or policies
purchased  (or deemed  purchased) by County  National Bank over County  National
Bank's  cost of funds for  purchasing  (or its  deemed  purchase)  the policy or
policies.  Because the initial cash value (or deemed  initial cash value) of the
life  insurance  policies  differ  for the four  executives,  the amount in each
executive's pre-retirement account will similarly differ. The initial cash value
is the starting  point from which  earnings  would accrue on the life  insurance
policies.

      To effectuate the SERP,  County National Bank purchased six life insurance
policies for an aggregate one time premium of  $1,200,000.  Two  policies,  each
with a one time premium of $300,000, were purchased on the life of Jan W. Clark;
two policies,  each with a one time premium of $200,000,  were  purchased on the
life of John G.  Warner;  and two  policies,  each  with a one time  premium  of
$100,000, were purchased on the life of Michael L. Derr.

      The premiums on the  policies  purchased on the lives of Mr. Clark and Mr.
Warner  establish  the initial  cash value for those  officers  for  purposes of
determining their Index Retirement  Benefit.  The premium on one of the policies
purchased  on the life of Mr. Derr  establishes  the initial  cash value for Mr.
Derr for purposes of determining his Index  Retirement  Benefit.  The premium on
the other policy  purchased on the life of Mr. Derr establishes the initial cash
value for Mr. Storm (or in his case the deemed  initial cash value) for purposes
of  determining  his Index  Retirement  Benefit.  County  National  Bank did not
purchase a life insurance  policy on Mr. Storm because it was not able to obtain
such a policy at an acceptable cost.

      Upon the death of Messrs.  Clark,  Warner and Derr,  County  National Bank
will receive the death benefit  payable under the  applicable  policies.  County
National  Bank intends to hold the policies  until the death of these  officers.
However,  County  National  Bank may  liquidate  the  policies  for  their  cash
surrender value.

      The following table describes the approximate initial cash value allocated
to the four executives, and the current death benefit payable to County National
Bank upon the death of the four executives as of December 31, 2002:

       Name                     Initial Cash Value          Death Benefit
       ----                     ------------------          --------------
       Jan W. Clark      -            $600,000                $1,012,148
       John G. Warner    -            $400,000                  $784,369
       Michael T. Storm  -            $100,000                       N/A
       Michael L. Derr   -            $100,000                  $506,348


      Pursuant to the Executive  Agreements,  if the  executive is  continuously
employed from the effective  date of the SERP (June 3, 2002) to retirement  age,
the executive is entitled to receive the balance in his  pre-retirement  account
in 120 equal monthly installments  commencing 30 days following  retirement.  In

                                       23

<PAGE>


addition,  County  National  Bank will pay the  executive  the Index  Retirement
Benefit  for  each  year  (and  partial  year)  subsequent  to  the  executive's
retirement until the executive's death.

      If the  executive  dies  while  there  is a  balance  in  the  executive's
pre-retirement  account, County National Bank will pay the balance in a lump sum
to the executive's designated beneficiary.

      If the executive  voluntarily resigns or is terminated without cause prior
to retirement, and the executive had less than five years of service at the time
of termination, the executive has no rights to the balance in his pre-retirement
account.

      If the executive  voluntarily resigns or is terminated without cause prior
to  retirement,  and the  executive  had five  years of  service  at the time of
termination,  the  executive  is entitled to receive  100% of the balance in his
pre-retirement  account either over 120 equal payments  commencing 30 days after
the executive reaches retirement age or as may otherwise be determined by County
National  Bank's board of directors.  From the time of termination of employment
to the date the executive reaches retirement age, the balance in the executive's
pre-retirement  account earns interest at the same interest rate as that paid by
County National Bank on its retail statement savings accounts.

      If the  executive  is  terminated  for cause (as defined in the  Executive
Agreement),  the executive  forfeits all rights under the SERP. If the executive
is terminated without cause or voluntarily resigns after a change of control (as
described  below) of CN Bancorp,  Inc. or County National Bank, the executive is
entitled to  benefits  following  retirement  age as if the  executive  had been
continuously employed from the effective date of the SERP to retirement age, and
the executive remains eligible for the death benefits described above.

      In  general,  the  Executive  Agreement  defines a change of control of CN
Bancorp, Inc. or County National Bank as

          o    the  acquisition  by any  person,  entity or group of  beneficial
               ownership of more than 50% of the outstanding capital stock of CN
               Bancorp,  Inc. or County  National  Bank entitled to vote for the
               election of directors  ("Voting Stock") (other than in connection
               with stock offerings by CN Bancorp, Inc.);

          o    the  commencement  by any person,  entity or group (other than CN
               Bancorp,  Inc. or County  National Bank or their  subsidiaries or
               tax-qualified  plans  sponsored  by them)  of a  tender  offer or
               exchange offer for more than 50% of the outstanding  Voting Stock
               of CN Bancorp, Inc. or County National Bank;

          o    the  effective  time  of  (a) a  merger  or  consolidation  of CN
               Bancorp,  Inc. or County  National Bank with another  entity as a
               result of which the holders of the outstanding Voting Stock of CN
               Bancorp,  Inc. or County National Bank immediately  prior to such
               effective  time  control less than 60% of the Voting Stock of the
               surviving or resulting  entity or (b) a transfer of substantially
               all of the property of CN Bancorp,  Inc. or County  National Bank
               other  than to an  entity  of which CN  Bancorp,  Inc.  or County
               National Bank own at least 60% of the Voting Stock;

          o    the acquisition of any person,  entity or group of the control of
               the election of a majority of CN Bancorp, Inc. or County National
               Bank's directors; and

          o    at such time that,  during any period of two  consecutive  years,
               individuals  who at the beginning of such period  constituted the
               board of directors of CN Bancorp,  Inc. or County  National  Bank
               (the "Continuing Directors") cease, for any reason, to constitute
               at least two-thirds of the board of directors of CN Bancorp, Inc.
               or County  National  Bank,  provided  that any  individual  whose
               election or  nomination  for election as a member of the board of
               directors  was approved by a vote of at least  two-thirds  of the
               Continuing  Directors  then  in  office  shall  be  considered  a
               Continuing Director.

                                       24

<PAGE>


      The  SERP is  unfunded  and the  rights  of the  named  executives  to the
benefits under the SERP are that of a general creditor of County National Bank.

Employer Benefit Plans
----------------------

         All  directors,  officers  and  employees of County  National  Bank are
eligible to participate in County National Bank's loan program pursuant to which
such  persons are  eligible to receive  loans from County  National  Bank at 100
basis  points (one  percent)  below the  prevailing  market rate for  equivalent
loans,   subject  to  satisfaction  with  County  National  Bank's  underwriting
standards for such loans.

         County National Bank currently provides health care benefits, including
medical, disability and group life insurance, subject to certain deductibles and
copayments, for its full time employees.

         County  National  Bank  maintains  a  401(k)  profit  sharing  plan for
employees who meet the eligibility  requirements set forth in the plan. Pursuant
to the plan, County National Bank may make a discretionary matching contribution
and/or  a  discretionary  profit  sharing  contribution  to the  plan.  All such
contributions  must  comply  with the federal  pension  laws  non-discrimination
requirements  and the  terms  of the  plan.  In  determining  whether  to make a
discretionary contribution,  County National Bank's board of directors evaluates
County National Bank's current and future prospects and  management's  desire to
reward and retain employees and attract new employees.  County National Bank may
also make  discretionary  contributions so as to comply with the federal pension
laws.

Director Compensation
---------------------

         CN Bancorp Inc. does not currently pay any fees to its directors.

         County National Bank does not currently pay any fees to inside
directors. An inside director is a director who is also an employee of the bank.
At the present time there are two inside directors, Jan W. Clark and John G.
Warner.

         Outside  directors of County  National Bank are paid $500 per month for
meetings attended.  Outside directors who are members of the executive committee
of the  board  of  directors  receive  an  additional  $100 per  month.  Outside
directors  who are  members  of the loan  committee  of the  board of  directors
receive an  additional  $250 per month.  Outside  directors  receive $50 for any
other committee meeting attended.

Director Emeritus
-----------------

         Henry L. Hein serves as a director emeritus to CN Bancorp, Inc. and
County National Bank. As a director emeritus, Mr. Hein is invited to attend all
board meetings and to participate in board discussions, but is not entitled to
vote on any matter submitted to a board. Mr. Hein had served on these boards of
directors since 1996, and he retired in May 2002. Mr. Hein receives the same
fees for attendance at meetings of the board of directors of County National
Bank as do outside directors of County National Bank.


Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

         The following table sets forth the beneficial  ownership of CN Bancorp,
Inc.'s  common  stock as of  February  28,  2002 by (i)  persons  believed by CN
Bancorp,  Inc. to  beneficially  own more than five  percent  (5%) of the common
stock; (ii) CN Bancorp,  Inc.'s directors and executive officers;  and (iii) all
directors  and  executive  officers  of CN  Bancorp,  Inc.  as a  group.  Unless
otherwise  noted  below,  we believe  that each person named in the table has or
will have the sole voting and sole investment  power with respect to each of the
securities reported as owned by such person.

                                       25

<PAGE>

<TABLE>


                                                                                     Total Number of
                                                     Warrants to      Warrants to         Shares
                                       Shares of   Purchase Common  Purchase Common    Beneficially    Percentage
Name and Address                         Common     Stock ($10.00)   Stock ($12.00)     Owned (1)          of
of Beneficial Owner(1)                 Stock (1)         (1)              (1)                         Ownership(1)
--------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>              <C>              <C>            <C>
Louis J. and Mary H. Doetsch              30,000          --              30,000           60,000          6.75%
Henry L. and Caroline Hein(2)             25,000         25,000           25,000           75,000          8.24%
Kenneth W. Musselman                      30,000          --              25,000           55,000          6.22%
Robert P. Musselman, Sr.                  70,000         65,000           70,000          205,000         20.60%
Daljit S. and Pavanjit Sawhney            25,000         50,000           25,000          100,000         10.70%
George W. Stone                           35,000          --              35,000           70,000          7.83%
Jan W. Clark(3)                           10,500         10,500           10,500           31,500          3.58%
John E. DeGrange, Sr.(4)                  20,000         45,000           20,000           85,000          9.19%
Carl L. Hein, Jr.                         25,000         25,000           25,000           75,000          8.24%
Gerald V. and Alberta McDonald            28,500          --              28,500           57,000          6.42%
Creston G. Tate                          100,000        100,000          100,000          300,000         28.30%
John G. Warner(5)                          7,031         12,031            7,031           26,093          2.97%
Directors and Officers as a Group (8
people) (6)                              191,031        192,531          191,031          574,593         46.21%

</TABLE>


The total number of shares  beneficially  owned includes  shares of common stock
owned by the  named  persons  as of the date of this  prospectus  and  shares of
common stock subject  warrants held by the named persons that are exercisable as
of, or within 60 days of, the date of this prospectus.

The shares of common stock  subject to warrants are deemed  outstanding  for the
purpose  of  computing  the  percentage  ownership  of the  person  holding  the
warrants,  but are not  deemed  outstanding  for the  purpose of  computing  the
percentage ownership of any other person.

In June 1997, CN Bancorp,  Inc.  issued  warrants to purchase a total of 343,431
shares of common stock at $10.00 per share.  The warrants became  exercisable in
March 1998 and will expire in March 2006.

In January 1999, CN Bancorp, Inc. issued warrants to purchase a total of 860,000
shares of common stock at $12.00 per share.  The warrants became  exercisable in
January 2000 and expire on January 5, 2004.

(1)  Unless  otherwise  indicated,  the  address  of each  person  listed in the
foregoing table is the address of CN Bancorp, Inc.

(2) Includes 100 shares and 200 shares  issuable  upon  exercise of warrants for
which Mr. Henry L. Hein has sole investment and voting power.

(3) Mr.  Clark has sole  investment  power with  respect to 600 shares and 1,200
shares  issuable upon  exercise of warrants,  and shares  investment  and voting
power with his wife with respect to 9,900 shares and 19,800 shares issuable upon
exercise of warrants.

(4) Mr.  DeGrange  has sole  investment  and voting  power with respect to 8,100
shares  and  16,200  shares  issuable  upon  exercise  of  warrants.  He  shares
investment and voting power with his wife with respect to 1,900 shares and 3,800
shares issuable upon exercise of warrants.  Includes 45,000 shares issuable upon
exercise of warrants owned by DeGrange Family Partnership, and 10,000 shares and
10,000  shares  issuable  upon  exercise  of warrants  owned by DeGrange  Lumber
Company, Inc.


                                       26

<PAGE>


(5) Mr. Warner has sole investment and voting power with respect to 5,031 shares
and 15,062 shares issuable upon exercise of warrants.  He shares  investment and
voting  power with his mother  with  respect  to 2,000  shares and 4,000  shares
issuable upon exercise of warrants.

(6) Total includes  Michael T. Storm and Michael L. Derr. Mr. Derr and Mr. Storm
do not beneficially own any shares of common stock.


Item 12. Certain Relationships and Related Transactions

Warrants
--------

         On June 16, 1997, CN Bancorp, Inc. issued and sold to Jan W. Clark, a
family general partnership controlled by John E. DeGrange, Sr., Carl L. Hein,
Henry L. Hein, Robert P. Musselman, Sr., Shirley S. Palmer, Daljit Singh
Sawhney, Creston G. Tate, LeRoy C. Taylor, John G. Warner and K. Patricia
Wellford, for $0.01 each, a warrant to purchase one share of CN Bancorp, Inc.
common stock for each share purchased by such persons in CN Bancorp, Inc.'s
private placement offering in 1996. As a result, CN Bancorp, Inc. issued
warrants to purchase a total of 343,431 shares to these persons. The warrants
are exercisable at $10.00 per share, which was the price at which shares were
offered in the private placement offering. The warrants became exercisable in
March 1998, and will expire in March 2006.

         Each of the named individuals, other than Ms. Palmer, is a current or
former director of CN Bancorp, Inc. and/or County National Bank. Ms. Palmer
previously was the assistant secretary of CN Bancorp, Inc. and is currently its
secretary. Each of the named individuals was an organizer of County National
Bank.

         CN Bancorp, Inc. provided each common stockholder of record on December
31, 1998 a dividend  consisting of a warrant to acquire additional common stock.
The warrants were issued on January 4, 1999.  Each share of stock owned entitled
the stockholder to a warrant to acquire an additional  share of common stock for
$12.00 per share.  As a result,  warrants to purchase a total of 860,000  shares
were issued.  The  warrants  may be  exercised  on or after  January 5, 2000 and
expire on January 5, 2004.

Lease
-----

         We lease space for our  administrative  offices and for County National
Bank's  Glen  Burnie  branch  from a company  controlled  by Creston G. Tate,  a
director of CN Bancorp,  Inc. and County  National  Bank. The terms of the lease
are described in Item 2 - "Description of Properties". We believe that the lease
terms  are at least  as  favorable  as those  that  could  be  obtained  from an
unrelated third party.

Banking Transactions
--------------------

         Our   directors   and  officers  and  the  business  and   professional
organizations  with which they are  associated  have and will  continue  to have
banking  transactions  with  County  National  Bank in the  ordinary  course  of
business.  Any  loans  and  loan  commitments  are made in  accordance  with all
applicable  laws.  Loans to  directors  and  officers  must  comply  with County
National Bank's lending  policies and statutory  lending  limits,  and directors
with a personal  interest in any loan  application are excluded from considering
any such loan application.


Item 13.  Exhibits and Reports on Form 8-K


         (a) Exhibits and Financial Statements.

  The following financial statements and exhibits are filed with or incorporated
by reference into this report.

                                       27

<PAGE>


       1. The consolidated statements of financial condition of CN Bancorp, Inc.
       as of December 31, 2002 and 2001 and the related consolidated  statements
       of  operations,  stockholders'  equity  and cash flows for the years then
       ended,  together  with the related  notes and the  independent  auditors'
       report of  Anderson  &  Associates,  LLP,  independent  certified  public
       accountants.

       2. Schedules omitted as they are not applicable.

       3. List of Exhibits:

         *3.1     Amended Articles of Incorporation of CN Bancorp, Inc.
         *3.2     Amended and Restated Bylaws of CN Bancorp, Inc.
         *4.1     Rights of Holders of Common Stock (as contained in the
                  Amended Articles of Incorporation included herein as Exhibit
                  3.1)
         *4.2     Form of Common Stock Certificate
         *4.3     Form of Warrant Exercisable for $10.00 per Share
         *4.4     Form of Warrant Exercisable for $12.00 per Share
         *10.1    Employment Agreement between County National Bank and
                  Jan W. Clark dated December 19, 1996
         *10.2    Employment Agreement between County National Bank and John G.
                  Warner dated December 19, 1996
         *10.3    Executive Supplemental Retirement Plan Executive Agreement
                  between County National Bank and Jan W. Clark dated June 18,
                  2002
         *10.4    Executive Supplemental Retirement Plan Executive Agreement
                  between County National Bank and John G. Warner dated June 18,
                  2002
         *10.5    Executive Supplemental Retirement Plan Executive Agreement
                  between County National Bank and Michael T. Storm dated
                  June 18, 2002
         *10.6    Executive Supplemental Retirement Plan Executive Agreement
                  between County National Bank and Michael L. Derr dated
                  June 18, 2002
         *10.7    Ground Lease Agreement dated July 1, 1996 between Tate Dodge,
                  Inc. and County National Bank
         *10.8    First Amendment to Ground Lease Agreement dated July 1, 1997
                  among Tate Dodge, Inc., Tate Properties, L.L.C. and County
                  National Bank
         *10.9    Ground Lease Agreement dated September 16, 1996 between Grace
                  Anna Muhl and County National Bank
          10.10   Lease dated January 1, 2003 between Ara A. and Mary Lou
                  Ayanian and County National Bank
           13     2002 Annual Report to Stockholders
          *21.1   Subsidiaries of CN Bancorp, Inc.
           23.1   Consent of Anderson Associates, LLP
           99.1   Certification of Periodic Financial Report pursuant to 18
                  U.S.C.  Section 1350
           99.2   Certification of Periodic Financial Report pursuant to 18
                  U.S.C.  Section 1350

The exhibits which are denominated with an asterisk (*) were previously filed by
CN Bancorp, Inc. as a part of, and are hereby incorporated by reference from, CN
Bancorp,  Inc.'s  Registration  Statement  on Form SB-2,  as amended,  under the
Securities Act of 1933, Registration Number 333-100460.

(b)      Reports of Form 8-K.

 No reports  on Form 8-K were  required  to be filed for the  fourth  quarter of
2002.


Item 14.  Controls and Procedures

         Within 90 days prior to the date of this  report,  CN  Bancorp,  Inc.'s
Chief Executive  Officer and Chief Financial Officer evaluated the effectiveness

                                       28

<PAGE>

of the design and  operation  of CN  Bancorp,  Inc.'s  disclosure  controls  and
procedures.  Based upon that  evaluation,  CN Bancorp,  Inc.'s  Chief  Executive
Officer and Chief Financial Officer concluded that CN Bancorp, Inc.'s disclosure
controls and procedures are  effective.  Disclosure  controls and procedures are
controls and procedures that are designed to ensure that information required to
be  disclosed  in CN  Bancorp,  Inc.'s  reports  filed or  submitted  under  the
Securities Exchange Act of 1934, as amended, is recorded, processed,  summarized
and reported  within the time periods  specified in the  Securities and Exchange
Commission's rules and forms.

         In addition,  since the Chief  Executive  Officer's and Chief Financial
Officer's most recent review of CN Bancorp, Inc.'s internal controls, there have
been no significant changes in CN Bancorp,  Inc.'s internal controls or in other
factors that could significantly affect those controls.


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    CN Bancorp, Inc.


Date : March 17, 2003                     By:/s/ Jan W. Clark
                                            ------------------------
                                          Jan W. Clark
                                          President and Chief Executive Officer

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


Name                      Position                               Date
----                      --------                               ----

/s/Jan W. Clark           Chairman of the Board of Directors,    March 17, 2003
---------------           President, Chief Executive Officer,
Jan W. Clark              (Principal Executive Officer)


/s/ Michael T. Storm      Chief Financial Officer (Principal     March 17, 2003
--------------------      Financial and Accounting Officer)
Michael T. Storm

/s/ John E. DeGrange, Sr  Vice Chairman of the                   March 17, 2003
------------------------  Board of Directors
John E. DeGrange, Sr.


/s/ Carl L. Hein, Jr.     Treasurer and Director                 March 17, 2003
----------------------
Carl L. Hein, Jr.


/s/ Creston G. Tate       Director                               March 17, 2003
--------------------
Creston G. Tate


/s/ John G. Warner        Executive Vice President               March 17, 2003
------------------        and Director
John G. Warner


/s/Gerald V. McDonald     Director                               March 17, 2003
---------------------
Gerald V. McDonald


                                       29

<PAGE>


                           CEO CERTIFICATION FOR 2002
                            ANNUAL REPORTS ON 10-KSB

I, Jan W. Clark, certify that:

         1.       I have  reviewed  this  annual  report  on Form  10-KSB  of CN
                  Bancorp, Inc.;
         2.       Based on my knowledge, this annual report does not contain any
                  untrue  statement  of a  material  fact  or  omit  to  state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  quarterly/annual report;
         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information included in this annual report,  fairly
                  present in all  material  respects  the  financial  condition,
                  results of operations  and cash flows of the registrant as of,
                  and for, the periods presented in this annual report;
         4.       The  registrant's   other   certifying   officers  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls and  procedures (as defined in the Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and we have:
                            a) designed such disclosure  controls and procedures
                            to ensure that material  information relating to the
                            registrant, including its consolidated subsidiaries,
                            is made known to us by others within those entities,
                            particularly  during the period in which this annual
                            report is being prepared;
                            b)evaluated the  effectiveness  of the  registrant's
                            disclosure  controls  and  procedures  as of a  date
                            within  90 days  prior  to the  filing  date of this
                            annual report (the "Evaluation Date"); and
                            c) presented in this annual  report our  conclusions
                            about the  effectiveness of the disclosure  controls
                            and  procedures  based on our  evaluation  as of the
                            Evaluation Date;
         5.       The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's  auditors and the audit committee of registrant's
                  board of  directors  (or  persons  performing  the  equivalent
                  function):
                            a) all  significant  deficiencies  in the  design or
                            operation of internal controls which could adversely
                            affect the registrant's ability to record,  process,
                            summarize  and  report   financial   data  and  have
                            identified   for  the   registrant's   auditors  any
                            material weaknesses in internal controls; and
                            b) any fraud, whether or not material, that involves
                            management or other employees who have a significant
                            role in the registrant's  internal controls;  and 6.
                            The  registrant's  other  certifying  officers and I
                            have  indicated in this annual report whether or not
                            there were significant  changes in internal controls
                            or in other factors that could significantly  affect
                            internal controls subsequent to the date of our most
                            recent evaluation,  including any corrective actions
                            with regard to significant deficiencies and material
                            weaknesses.


       Date: March  17, 2003        By: /s/ Jan W. Clark
                                        ------------------
                                    Name:    Jan W. Clark
                                    Title:   Chairman of the Board of Directors,
                                    President, Chief Executive Officer



                                       30

<PAGE>



                           CFO CERTIFICATION FOR 2002
                            ANNUAL REPORTS ON 10-KSB

I, Michael T. Storm, certify that:

         1.       I have  reviewed  this  annual  report  on Form  10-KSB  of CN
                  Bancorp,  Inc.;
         2.       Based on my knowledge, this annual report does not contain any
                  untrue  statement  of a  material  fact  or  omit  to  state a
                  material fact necessary to make the statements  made, in light
                  of the  circumstances  under which such  statements were made,
                  not  misleading  with  respect to the  period  covered by this
                  quarterly/annual report;
         3.       Based on my  knowledge,  the financial  statements,  and other
                  financial  information included in this annual report,  fairly
                  present in all  material  respects  the  financial  condition,
                  results of operations  and cash flows of the registrant as of,
                  and for, the periods presented in this annual report;
         4.       The  registrant's   other   certifying   officers  and  I  are
                  responsible  for  establishing   and  maintaining   disclosure
                  controls and  procedures (as defined in the Exchange Act Rules
                  13a-14 and 15d-14) for the registrant and we have:
                            a) designed such disclosure  controls and procedures
                            to ensure that material  information relating to the
                            registrant, including its consolidated subsidiaries,
                            is made known to us by others within those entities,
                            particularly  during the period in which this annual
                            report is being prepared;
                            b) evaluated the  effectiveness  of the registrant's
                            disclosure  controls  and  procedures  as of a  date
                            within  90 days  prior  to the  filing  date of this
                            annual report (the "Evaluation Date"); and
                            c) presented in this annual  report our  conclusions
                            about the  effectiveness of the disclosure  controls
                            and  procedures  based on our  evaluation  as of the
                            Evaluation Date;
         5.       The  registrant's   other  certifying   officers  and  I  have
                  disclosed,  based  on  our  most  recent  evaluation,  to  the
                  registrant's  auditors and the audit committee of registrant's
                  board of  directors  (or  persons  performing  the  equivalent
                  function):
                            a) all  significant  deficiencies  in the  design or
                            operation of internal controls which could adversely
                            affect the registrant's ability to record,  process,
                            summarize  and  report   financial   data  and  have
                            identified   for  the   registrant's   auditors  any
                            material weaknesses in internal controls; and
                            b) any fraud, whether or not material, that involves
                            management or other employees who have a significant
                            role in the registrant's internal controls; and
         6.       The  registrant's   other  certifying   officers  and  I  have
                  indicated  in this  annual  report  whether  or not there were
                  significant  changes in internal  controls or in other factors
                  that could  significantly  affect internal controls subsequent
                  to the  date of our  most  recent  evaluation,  including  any
                  corrective actions with regard to significant deficiencies and
                  material weaknesses.


                  Date:  March 17, 2003         By:  /s/ Michael T. Storm
                                                     --------------------
                                                Name: Michael T. Storm
                                                Title:  Chief Financial Officer




                                       31

<PAGE>


SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

         Subsequent  to the date of this  filing,  CN Bancorp,  Inc.  intends to
provide proxy  materials to its security  holders in connection  with its annual
meeting of security holders. A copy of such proxy materials will be furnished to
the Securities and Exchange Commission for its information and CN Bancorp,  Inc.
understands that such materials will not be considered to be filed or subject to
the liabilities of Section 18 of the Exchange Act.

                                  EXHIBIT INDEX

Exhibit
No.               Description of Exhibit
                  ----------------------

*3.1     Amended Articles of Incorporation of CN Bancorp, Inc.
*3.2     Amended and Restated Bylaws of CN Bancorp, Inc.
*4.1     Rights of Holders of Common Stock (as contained in the Amended Articles
         of Incorporation included
         herein as Exhibit 3.1)
*4.2     Form of Common Stock Certificate
*4.3     Form of Warrant Exercisable for $10.00 per Share
*4.4     Form of Warrant Exercisable for $12.00 per Share
*10.1    Employment Agreement between County National Bank and Jan W. Clark
         dated December 19, 1996
*10.2    Employment Agreement between County National Bank and John G. Warner
         dated December 19, 1996
*10.3    Executive Supplemental Retirement Plan Executive Agreement between
         County National Bank and Jan W. Clark dated June 18, 2002
*10.4    Executive Supplemental Retirement Plan Executive Agreement between
         County National Bank and John G. Warner dated June 18, 2002
*10.5    Executive Supplemental Retirement Plan Executive Agreement between
         County National Bank and Michael T. Storm dated June 18, 2002
*10.6    Executive Supplemental Retirement Plan Executive Agreement between
         County National Bank and Michael L. Derr dated June 18, 2002
*10.7    Ground Lease Agreement dated July 1, 1996 between Tate Dodge, Inc. and
         County National Bank
*10.8    First Amendment to Ground Lease Agreement dated July 1, 1997 among
         Tate Dodge, Inc., Tate Properties, L.L.C. and County National Bank
*10.9    Ground Lease Agreement dated September 16, 1996 between Grace Anna
         Muhl and County National Bank
10.10    Lease dated January 1, 2003 between Ara A. and Mary Lou Ayanian and
         County National Bank
13       2002 Annual Report to Stockholders
*21.1    Subsidiaries of CN Bancorp, Inc.
23.1     Consent of Anderson Associates, LLP
99.1     Certification of Periodic Financial Report pursuant to 18 U.S.C.
         Section 1350
99.2     Certification of Periodic Financial Report pursuant to 18 U.S.C.
         Section 1350




The exhibits which are denominated with an asterisk (*) were previously filed by
CN Bancorp, Inc. as a part of, and are hereby incorporated by reference from, CN
Bancorp,  Inc.'s  Registration  Statement  on Form SB-2,  as amended,  under the
Securities Act of 1933, Registration Number 333-100460.

                                       32