**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, 2005**





**[ 
              ]**
            **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.
                Employerincorporation
                or organization)
            Identification
                No.)





7401
                Ritchie HighwayGlen
                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 is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.





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]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act):  Yes  No
      X.


Issuer's
      revenues for its fiscal year ended December 31, 2005 were
      $8,269,737.





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 $17,426,966 as of February 28, 2006 based on a stock price of
      $15.75 per share, the last reported trade price of the common stock as of
      February 28, 2006.





The
      Registrant had 1,696,353 shares of Common Stock outstanding as of February
      28,
      2006.





DOCUMENTS
      INCORPORATED BY REFERENCE





PORTIONS
      OF THE ANNUAL REPORT TO STOCKHOLDERS FOR THE YEAR ENDED DECEMBER 31, 2005,
      ARE
      INCORPORATED BY REFERENCE INTO PART II OF THIS FORM 10-KSB.





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








1





**FORWARD-LOOKING
      STATEMENTS**





The
      Company makes forward-looking statements in filings with the Securities and
      Exchange Commission (including this Annual Report on Form 10-KSB and exhibits
      thereto) that are subject to risks and uncertainties. These forward-looking
      statements include: statements of CN Bancorp's goals, intentions, and
      expectations; estimates of risks and of future costs and benefits; assessments
      of loan quality, probable loan losses, liquidity, market risk, off-balance
      sheet
      arrangements, interest rate risks, and statements of its ability to achieve
      financial and other goals. Forward-looking statements often use words such
      as
“believe,” “expect,” “plan,” “may,” “will,” “should,” “project,” “contemplate,”
“ anticipate,” “forecast,” “intend” or other words of similar meaning. You can
      also identify them by the fact that they do not relate strictly to historical
      or
      current facts. These forward-looking statements are subject to significant
      uncertainties because they are based upon or are affected by: the amount and
      timing of future changes in interest rates and other economic conditions,
      management's estimates and projections of future interest rates and other
      economic conditions; future laws and regulations, including accounting
      principles; and a variety of other matters which, by their nature, are subject
      to significant uncertainties. You should not put undue reliance on any
      forward-looking statements.





Because
      of these uncertainties, the Company’s actual future results may differ
      materially from the results indicated by these forward-looking statements.
      In
      addition, the Company's past results of operations do not necessarily indicate
      its future results. 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.








**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. County National Bank also offers brokerage
      and
      insurance services to its customers through an affiliation with a broker/dealer.
      Telephone and online banking is available 24 hours a day.





County
      National Bank’s mission statement is to:





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


·
            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
      in 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.








2


**Bank
      Location and Market Area**





County
      National Bank serves its customers from branches located in the Glen Burnie,
      Pasadena, Odenton and Millersville areas of Anne Arundel County, Maryland.
      The
      Bank is leasing property in Linthicum, Maryland on which it intends to build
      a
      new branch. The Bank is in the process of obtaining permits for the construction
      of the branch with the goal of finishing construction in the fourth quarter
      of
      2006.





Central
      and northern Anne Arundel County continues to grow both in commerce and
      population. Baltimore-Washington International Thurgood Marshal Airport, located
      in northern Anne Arundel County, is the fastest growing airport in the region
      and among the thirty busiest in North America. Businesses have expanded and
      new
      business enterprises are opening to take advantage of needed aviation related
      ancillary and support services. The local economy is dominated by small to
      mid-size enterprises but also enjoys larger employers such as Northrup Grumman
      Corporation, Computer Sciences and General Dynamics. The county’s economy is
      associated with industry and commerce. There are over 5,000 business
      establishments in the central and northern Anne Arundel County market areas.
      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 . The
      housing market remains steady with strong demand in new housing as well as
      in
      the resale of homes in established neighborhoods.





**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 we strive
      to provide a reliable source of credit, a variety of credit alternatives and
      personalized advice.





At
      December 31, 2005 County National Bank had a legal lending limit of
      approximately $1.8 million to any one borrower, which constitutes approximately
      15% of County National Bank’s unimpaired capital and surplus. We participate
      with other lenders and CN Bancorp, Inc. 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:





●  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.





●  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. A downturn in the local real estate market
      could adversely affect our customers' ability to pay on time and could affect
      the underlying liquidation value of our collateral, which in turn could
      adversely affect us.





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.




3






●  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.





●  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 but we generally do not make loans with loan-to-value ratios in excess
      of
      80%. Generally, our residential mortgage loans are “ARM” loans and we do not
      make 30-year fixed rate mortgage loans. We 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.




2005
              
              %
              
              2004
              
              %*(In
                  thousands)*Real
                  estate -construction
              
              $
              4,330
              
              
              5
              %
              $
              5,998
              
              
              7
              %Residential
                  real estate
              
              
              29,307
              
              
              33
              %
              
              21,646
              
              
              27
              %Commercial
                  real estate
              
              
              29,421
              
              
              33
              %
              
              28,987
              
              
              37
              %Commercial-other
              
              
              22,367
              
              
              25
              %
              
              18,923
              
              
              24
              %Installment
                  and other
              
              
              3,948
              
              
              4
              %
              
              4,101
              
              
              5
              %89,373
              
              
              100
              %
              
              79,655
              
              
              100
              %Unearned
                  loan fees and costs, net
              
              
              53
              
              
              
              
              
              40Allowance
                  for loan and lease losses
              
              
              (864
              )
              
              
              
              
              (800
              )$
              88,562
              
              
              
              
              $
              78,895




The
      table
      below sets forth the maturity distributions of the loan receivable portfolio
      as
      of December 31, 2005.





**LOAN
                MATURITIES AS OF DECEMBER 31, 2005****1
                year**
            
            
            
            **After****Or
                less**
            
            **1-5
                years**
            
            **5
                years**
            
            **Total***(In
                thousands)***Maturity
                of Loans Receivable:**Real
                estate - construction
            
            $
            1,800
            
            $
            776
            
            $
            1,754
            
            $
            4,330Residential
                real estate
            
            
            2,033
            
            
            5,600
            
            
            21,674
            
            
            29,307Commercial
                real estate
            
            
            4,068
            
            
            7,552
            
            
            17,801
            
            
            29,421Commercial
                - other
            
            
            5,561
            
            
            9,360
            
            
            7,446
            
            
            22,367Installment
                and other
            
            
            810
            
            
            1,355
            
            
            1,783
            
            
            3,948Total loans receivable
            
            $
            14,272
            
            $
            24,643
            
            $
            50,458
            
            $
            89,373






4






**LOAN
                MATURITIES AS OF DECEMBER 31, 2005****1
                year**
            
            
            
            **After**(Continued)
            
            **Or
                less**
            
            **1-5
                years**
            
            **5
                years**
            
            **Total***(In
                thousands)*Fixed
                interest rates
            
            
            
            
            $
            10,657
            
            $
            3,315
            
            $
            13,972Floating
                and adjustable interest rates
            
            
            
            
            
            13,986
            
            
            47,143
            
            
            61,129Total loans receivable
            
            
            
            
            $
            24,643
            
            $
            50,458
            
            $
            75,101*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 and/or the Board of Directors. 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.





In
      the
      fourth quarter of 2005, County National Bank had acquired through foreclosure
      a
      boat resulting from the borrower’s loan delinquency. The boat is valued at
      $140,000 and is included in other assets. The Bank charged-off $52,796 against
      the Allowance for Loan Losses related to the loan in 2005. There was no
      foreclosed real estate owned or other assets acquired through foreclosure,
      deeds
      in lieu of foreclosure or repossession at December 31, 2004.





At
      December 31, 2005, CN Bancorp has two loans on non-accrual status which are
      in
      process of collection with carrying amounts totaling $62,332: (1) an impaired
      secured commercial loan in the amount of $49,667; and (2) a unsecured commercial
      loan in the amount of $12,665. The amount of the specific allowance for loan
      losses for these loans is $15,795 at December 31, 2005. Unrecognized interest
      on
      the loans at December 31, 2005 is approximately $3,600. CN Bancorp is not
      committed to lend funds to debtors whose loans are on non-accrual status or
      are
      considered impaired .





At
      December 31, 2004 CN Bancorp had two loans on non-accrual status which were
      in
      process of collection with carrying values totaling $51,027: (1) an impaired
      secured commercial loan in the amount of $1,000; and (2) a secured residential
      real estate loan in the amount of $50,027. The amount of the specific allowance
      for loan loss for these loans was $6,000 at December 31, 2004. Unrecognized
      interest on the loans at December 31, 2004 was approximately $4,000.








**Securities
      Portfolio**





CN
      Bancorp, Inc.’s portfolio is composed primarily of interest-earning bills, notes
      and bonds and mortgage-backed securities 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.






5





The
      table
      below presents the composition and carrying amounts of securities in the
      portfolio as of December 31, 2005 and December 31, 2004.





**SECURITIES****December
                31,**
            
            **December
                31,****2005**
            
            **2004***(In
                thousands)***Available
                for sale securities:**Mortgage-backed securities
            
            $
            3,558
            
            $
            4,690U.S Government agencies
            
            
            20,323
            
            
            21,52423,881
            
            
            26,214**Held
                to maturity securities:**Mortgage-backed securities
            
            
            4,159
            
            
            5,343U.S Government agencies
            
            
            4,003
            
            
            5,0168,162
            
            
            10,359Equity
                securities
            
            
            774
            
            
            738Total securities
            
            $
            32,817
            
            $
            37,311








The
      tables below show the maturities and average weighted yields for the securities
      portfolio at December 31, 2005. The majority of the mortgage-backed securities
      have final maturity dates of less than seven years.




**MATURITIES
                  AND WEIGHTED AVERAGE YIELDS ON
                  SECURITIES** **As of December
                31, 2005****After
                one but within****Within
                one year**
            
            **five
                years**
            
            **Unspecified****Amount**
            
            **Yield**
            
            **Amount**
            
            **Yield**
            
            **Amount**
            
            **Yield***(In
                thousands)*Amortized
                cost basis:U.S. Government agencies
            
            $
            11,986
            
            
            2.92
            %
            $
            12,683
            
            
            3.50
            %
            
            -Mortgage-backed securities
            
            
            -
            
            
            
            
            
            -
            
            
            
            
            $
            7,829
            
            
            3.53
            %Equity securities
            
            
            -
            
            
            
            
            
            -
            
            
            
            
            
            774
            
            
            4.82
            %Total
                securities
            
            $
            11,986
            
            
            2.92
            %
            $
            12,683
            
            
            3.50
            %
            $
            8,603
            
            
            3.64
            %Carrying
                Value:U.S. Government agencies
            
            $
            11,897
            
            
            
            
            $
            12,439
            
            
            
            
            $
            -Mortgage-backed securities
            
            
            -
            
            
            
            
            
            -
            
            
            
            
            
            7,717Equity securities
            
            
            -
            
            
            
            
            
            -
            
            
            
            
            
            774Total
                securities
            
            $
            11,897
            
            
            
            
            $
            12,439
            
            
            
            
            $
            8,481





**Deposits**





County
      National Bank offers a wide range of interest bearing and non-interest bearing
      deposit accounts, including commercial and retail checking 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, 2005 and 2004 are shown in the tables below. All deposits are
      domestic deposits.








6





**AVERAGE
                DEPOSITS BY MAJOR
                CLASSIFICATION****December
                31, 2005**
            
            **December
                31, 2004****Average****Balance**
            
            **Average****Rate**
            
            **Average****Balance**
            
            **Average****Rate***(In
                thousands)*Interest
                bearing:Demand deposits
            
            $
            14,584
            
            
            0.64
            %
            $
            13,325
            
            
            0.46
            %Savings accounts
            
            
            40,310
            
            
            2.02
            %
            
            33,290
            
            
            1.00
            %Time deposits
            
            
            35,247
            
            
            2.92
            %
            
            34,705
            
            
            2.40
            %Non-interest
                bearing:Demand deposits
            
            
            36,399
            
            
            
            
            
            31,833Total
            
            $
            126,540
            
            
            1.51
            %
            $
            113,153
            
            
            1.10
            %





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, 2005
      and 2004.








**DEPOSIT
                MATURITIES**
              **December
                31,****2005**
            
            **2004***(In
                thousands)*Three
                months or less
            
            $
            1,227
            
            $
            4,613Over
                three but within six months
            
            
            2,726
            
            
            2,456Over
                six but within twelve months
            
            
            6,119
            
            
            543Over
                twelve months
            
            
            1,437
            
            
            6,798Total
            
            $
            11,509
            
            $
            14,410





**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
      table
      below sets forth information regarding borrowing from repurchase agreements
      during the years ended December 31, 2005 and 2004 .




**December
                31,**
            
            **December
                31,****2005**
            
            **2004***(In
                thousands)*Total
                outstanding at period-end
            
            $
            548
            
            $
            523Average
                interest rate at period-end
            
            
            1.25
            %
            
            0.75
            %Average
                balance during the period
            
            $
            1,498
            
            $
            2,161Average
                interest rate during the period
            
            
            0.80
            %
            
            0.75
            %Maximum
                balance during the period
            
            $
            3,346
            
            $
            3,160




CN
      Bancorp, Inc. had no long-term debt during 2005 or 2004.





**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 pay bills, transfers of funds among accounts,
      download information to financial software packages, and send e-mail to County
      National Bank personnel.








7





Securities
      brokerage and insurance products are offered to customers through an affiliation
      with a broker/dealer being in mid-2004.





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 and products
      that
      we cannot or will not offer. Also, some of our competitors have greater
      resources, access to borrowed funds at a lower rate than is available to us
      and
      substantially higher lending limits than that of County National Bank. 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. Deposit competition is strong among institutions in our
      primary market area.





**Employees**





County
      National Bank had 39 full time employees and 7 part time employees as of
      December 31, 2005. None of our employees are covered by a collective bargaining
      agreement. We believe that relations with our employees are good. CN Bancorp,
      Inc. has not employees.





**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
      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.






8





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. The
      Federal Reserve has adopted amendments to its Regulation Y, creating exceptions
      to the Bank Holding Company'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.





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.






9







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.





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 are 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. 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 that permit
      interstate acquisitions of bank branches and permit out-of-state banks to
      establish de novo branches.





*USA
      Patriot Act*




Under
      the
      Uniting and Strengthening America by Providing Appropriate Tools Required to
      Intercept and Obstruct Terrorism Act, commonly referred to as the “USA Patriot
      Act” or the “Patriot Act”, financial institutions are subject to prohibitions
      against specified financial transactions and account relationships, as well
      as
      enhanced due diligence standards intended to detect, and prevent, the use of
      the
      United States financial system for money laundering and terrorist financing
      activities. The Patriot Act requires financial institutions, including banks,
      to
      establish anti-money laundering programs, including employee training and
      independent audit requirements, meet minimum standards specified by the act,
      follow minimum standards for customer identification and maintenance of customer
      identification records, and regularly compare customer lists against lists
      of
      suspected terrorists, terrorist organizations and money launderers. The costs
      or
      other effects of the compliance burdens imposed by the Patriot Act or future
      anti-terrorist, homeland security or anti-money laundering legislation or
      regulations cannot be predicted with certainty.





*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.






10





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 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 that 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%.






11





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 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






12




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 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 and 23B of the Federal
      Reserve Act and Federal Reserve Regulation W of the Federal Reserve Bank 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. The law and
      regulation limit the aggregate amount of transactions with any individual
      affiliate to ten percent (10%) of the capital and surplus of County National
      Bank and also limit 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 the regulation, and the purchase of low quality
      assets from affiliates is generally prohibited. The law and Regulation W also,
      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 Regulation W and 22(h) of the Federal
      Reserve Act and Regulation O.





*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.






13




*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
      20,
      2005, amounts in transaction accounts above $7,800,000 and under $48,300,000
      must have reserves held against them in the ratio of three percent (3%) of
      the
      amount. Amounts above $48,300,000 require reserves of $1,218,000 plus 10% of
      the
      amount in excess of $48,300,000.




*Dividends*





The
      principal sources of CN Bancorp’s revenues are dividends received from its
      subsidiary bank and interest income it earns on the investment of the funds
      received through common stock sales. 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 last examined for CRA compliance as of
      March 2004 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.





*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 administrative offices; and (3)
      a
      1,290 square foot house on a 0.26 acre lot currently subleased to unrelated
      tenants for $1,050 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 expired in May, 2001 and County National Bank is in the first
      five-year renewal period of the lease with a monthly rent payment of $12,294
      at
      December 31, 2005. The monthly rent increases 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. County National Bank is responsible for payment of real estate taxes,
      insurance, utilities and maintenance for the parcels.






14







*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 expired in September, 2001 and
      County National Bank is in the first five-year renewal period of the lease
      with
      a monthly rent payment of $1,450 per month. The monthly rent increases 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 County National Bank to purchase the property for
      its
      appraised value from January 1, 2026 until May 30, 2026. County National 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.





*Millersville,
      Maryland*





County
      National Bank leases a building site on Veterans Highway, Millersville, Maryland
      on which it built a new branch office. The owner/landlord of the site 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 lease is for a five
      year term beginning in June 2003 but is renewable for seven additional five
      year
      terms at the option of the Bank. The monthly rent payment at December 31, 2005
      is $5,294. The monthly rent increases annually based on increases in the
      consumer price index for the Washington Baltimore area. The branch was opened
      for business in January 2004.





*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 monthly
      rent increases annually based upon increases in the consumer price index for
      the
      Washington Baltimore area. The monthly rent amount at December 31, 2005 is
      $4,081. 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. The Bank
      is in
      the process of obtaining permits for the construction of the branch at this
      site
      with the goal of finishing construction in the fourth quarter of
      2006





**Item
      3. Legal Proceedings**





CN
      Bancorp, Inc. and County National Bank are not currently 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





**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters**





*Securities
      Authorized for Issuance Under Equity Compensation Plans.* The
      following table sets forth information regarding outstanding options and other
      rights to purchase common stock granted under the Company’s compensation plans
      as of December 31, 2005:








15





**Equity
                Compensation Plan Information**Plan
                category
            
            Number
                of securities to be issued upon exercise of outstanding
                options, warrants and rights
            
            Weighted
                average exercise price of outstanding options, warrants and
                rights
            
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a)(a)
            
            (b)
            
            (c)Equity
                compensation plans approved by security holders (1)
            
            
            97,500
            
            $
            14.36
            
            
            149,815Equity
                compensation plans not approved by security holders (2)
            
            
            -
            
            
            -
            
            
            50,000Total
            
            
            97,500
            
            $
            14.36
            
            
            199,815(1)Consists
                of the Company’s Stock Option Plan and the Employee Stock Purchase
                Plan.
              (2)Consists
                of the Company’s Director Stock Purchase Plan.
              
              For
                additional information on the above plans, see Note 8 to the consolidated
                financial statements.




The
      other
      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, 2005 (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**





The
      information required by this item is incorporated by reference to the Annual
      Report.





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





None





**Item
      8A. Controls and Procedures**





CN
      Bancorp, Inc.’s management, under the supervision and with the participation of
      its Chief Executive Officer and the Chief Financial Officer, evaluated as of
      the
      last day of the period covered by this report, the effectiveness of the design
      and operation of the Company’s disclosure controls and procedures, as defined in
      Rule 15d-15 under the Securities Exchange Act of 1934. Based on that evaluation,
      the Chief Executive Officer and Chief Financial Officer concluded that the
      Company’s disclosure controls and procedures were adequate as of the end of the
      period covered by this report. There were no significant changes in the
      Company’s internal controls over financial reporting (as defined in Rule 15d-15
      under the Securities Act of 1934) during the year ended December 31, 2005,
      that
      have materially affected, or are reasonably likely to materially affect, the
      Company’s internal control over financial reporting








16







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:





**Name**
            **Age**
            **Position**Jan
                W. Clark
            69
            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 BankJohn
                E. DeGrange, Sr.
            62
            Vice
                Chairman of the Board of Directors of CN Bancorp, Inc.; Vice Chairman
                of
                the Board of Directors of County National BankCarl
                L. Hein, Jr.
            78
            Director
                and Treasurer of CN Bancorp, Inc.;
              Director
                and Treasurer of County National BankCreston
                G. Tate
            78
            Director
                of CN Bancorp, Inc.; Director of County National BankJohn
                G. Warner
            63
            Director
                and Executive Vice President of CN Bancorp, Inc.; Director and Executive
                Vice President of County National BankGerald
                V. McDonald
            70
            Director
                of CN Bancorp, Inc.; Chairman of the Board of Directors of County
                National
                BankF.
                Paul Dorr, Jr.
            65
            Director
                of County National BankRobert
                P. Musselman, Sr.
            65
            Director
                of County National BankDaljit
                Singh Sawhney
            63
            Director
                of County National BankLeRoy
                C. Taylor
            71
            Director
                of County National BankK.
                Patricia Wellford
            64
            Director
                of County National BankWade
                H. Ritchie III
            46
            Director
                of County National BankMichael
                T. Storm
            55
            Chief
                Financial Officer of CN Bancorp, Inc.; Senior Vice President and
                Chief
                Financial Officer of County National BankMichael
                L. Derr
            55
            Vice
                President, County National Bank





Messrs.
      Hein and Warner’s terms as directors of CN Bancorp, Inc. expire at the 2006
      annual meeting of stockholders of CN Bancorp, Inc.





Messrs.
      DeGrange and Tate’s terms as directors of CN Bancorp, Inc. expire at the 2007
      annual meeting of stockholders of CN Bancorp, Inc.





Messrs.
      McDonald and Clark’s terms as directors of CN Bancorp, Inc. expire at the 2008
      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 another bank located
      in
      Glen Burnie, Maryland, having served in that capacity from 1991 to March 1995.
      Mr. Clark was a director of that bank and its holding company 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
      1991, 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 a local bank from 1984 to 1995 as well as the
      treasurer of that bank’s holding company 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.






17




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.





*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 a local bank 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 a saving bank 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 a 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 a
      local bank 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.





*Wade
      H. Ritchie* III was
      elected to the Board of Directors of County National Bank in 2005. Mr. Ritchie
      is a Certified Public Accountant and, since 1989, he has been a principal and
      Vice President in the public accounting firm of Clark and Anderson, P.A. He
      has
      served on the Peer Review Committee for the Maryland Association of Certified
      Public Accountants for twelve years. He also serves as the Treasurer for the
      North Arundel Hospital Foundation Board.





*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. He was the executive vice president and chief financial officer of
      Annapolis National Bank from 1990-1997.








18





*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 a local bank from
      1989 to 1998. From 1972 to 1989, Mr. Derr held various positions, including
      vice
      president of operations, at another banking institution.





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.





The
      Board
      of Directors of the Company has determined that the Company does not currently
      have an “audit committee financial expert,” as defined under the rules of the
      Securities and Exchange Commission, serving on its Audit Committee. The Company
      believes that all of the members of the Audit Committee are qualified to serve
      on the committee and have the experience and knowledge to perform the duties
      required of the committee. The Company does not have any independent directors
      who would qualify as an audit committee financial expert, as defined. The
      Company believes that it has been, and may continue to be, impractical to
      recruit such a director unless and until the Company is significantly
      larger.





The
      Company has adopted a Code of Ethics that applies to all officers and employees
      of CN Bancorp, Inc. and subsidiaries.





Compliance
      with Section 16(a) of the Exchange Act





Not
      Applicable. CN Bancorp, Inc.’s officers, directors and 10% or greater
      stockholders are not required to file 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, 2005, 2004 and 2003. Compensation is paid by County National
      Bank, and no additional compensation is paid by CN Bancorp, Inc.




*Summary
      Compensation Table*


Name
                and
            
            
            
            AnnualCompensation
            
            Vested
              Interest
                in
            
            Securities
              Underlying
            
            All
                OtherPrincipal
                Position
            
            Year
            
            Salary
            
            Bonus
            
            SERP
            
            Options/SARs
                (#)(2)
            
            Compensation(1)*Jan
                W. Clark*
            
            
            2005
            
            $
            185,537
            
            $
            7,500
            
            $
            50,034
            
            
            6,500
            
            $
            15,303President
                and CEO,
            
            
            2004
            
            $
            176,865
            
            $
            5,000
            
            $
            32,059
            
            
            6,500
            
            $
            12,402CN Bancorp, Inc. and
            
            
            2003
            
            $
            163,692
            
            
            -
            
            $
            20,320
            
            
            -
            
            $
            10,800County National Bank*John
                G. Warner*
            
            
            2005
            
            $
            171,029
            
            $
            7,500
            
            $
            35,078
            
            
            6,500
            
            $
            14,691Executive
                Vice President,
            
            
            2004
            
            $
            162,885
            
            $
            5,000
            
            $
            23,110
            
            
            6,500
            
            $
            11,736CN Bancorp, Inc.
            
            
            2003
            
            $
            152,807
            
            
            -
            
            $
            15,726
            
            
            -
            
            $
            10,332Executive
                Vice President and COO,County National Bank








19




Name
                and
            
            
            
            
            AnnualCompensation
            
            Vested
                Interest in
            
            
            Securities
                Underlying
            
            
            All
                OtherPrincipal
                Position
            
            
            Year
            
            
            Salary
            
            
            Bonus
            
            
            SERP
            
            
            Options/SARs
                (#(2))
            
            
            Compensation(1)*(Continued)**Michael
                T. Storm*
            
            
            2005
            
            $
            123,479
            
            $
            7,500
            
            $
            14,192
            
            
            6,500
            
            $
            10,889Chief Financial Officer,
            
            
            2004
            
            $
            121,537
            
            $
            5,000
            
            $
            6,181
            
            
            6,800
            
            $
            9,791CN Bancorp, Inc.
            
            
            2003
            
            $
            114,288
            
            
            -
            
            $
            4,877
            
            
            -
            
            $
            6,829Senior
                Vice President and CFOCounty National Bank*Michael
                L. Derr*
            
            
            2005
            
            $
            107,003
            
            $
            7,500
            
            
            -
            
            
            6,500
            
            $
            3,112Vice President
            
            
            2004
            
            $
            104,122
            
            $
            5,000
            
            
            -
            
            
            6,700
            
            $
            2,874County National Bank
            
            
            2003
            
            $
            95,191
            
            
            -
            
            
            -
            
            
            -
            
            $
            959*Ralph
                F. Ebbenhouse**(3)*
            
            
            2005
            
            $
            103,638
            
            $
            1,500
            
            
            -
            
            
            5,000
            
            $
            3,266Vice PresidentCounty National Bank





(1)
      Amounts include car allowances, life insurance premiums and contributions to
      benefit plans. For 2005, these amounts totaled $9,000, $840 and $5,463,
      respectively, for Mr. Clark; $9,000, $840 and $4,851, respectively, for Mr.
      Warner, $7,200, $618 and $3,071, respectively, for Mr. Storm, $0, $494 and
      $2,618, respectively, for Mr. Derr and $0, $428 and $2,838, respectively, for
      Mr. Ebbenhouse.





(2)
      Represents number of common shares underlying options awarded and accepted
      under
      the Employee Stock Purchase Plan (ESPP) and the Stock Option Plan (SOP) of
      CN
      Bancorp, Inc. For 2005, all shares included in the above schedule were rewarded
      under the SOP.





(3)
      Total
      compensation for Mr. Ebbenhouse was less than $100,000 during 2004 and
      2003.





*Option/SAR
      Grants in Last Fiscal Year*





Individual
      Grants


Name
            Number
                of Securities
              Underlying
                Options/SARS
              Granted(1)
            %
                of Total Options/SARs
              Granted
                to Employees in
              Fiscal
                Year
            Exercise
                or BasePrice
              ($/Share)(1)
            Expiration
              DateJan
                W. Clark
            6,500
            12.75%
            $14.50
            Dec.
                5, 2015John
                G. Warner
            6,500
            12.75%
            $14.50
            Dec.
                5, 2015Michael
                T. Storm
            6,500
            12.75%
            $14.50
            Dec.
                5, 2015Michael
                L. Derr
            6,500
            12.75%
            $14.50
            Dec.
                5, 2015Ralph
                F. Ebbenhouse
            5,000
            9.80%
            $14.50
            Dec.
                5, 2015





(1)
      Under
      the SOP, the exercise price is equal to the fair market value on the date of
      grant. The fair market value of the common stock on the December 6, 2005 grant
      date was $14.50 per share. All of the options are immediately
      exercisable.




*Aggregate
      Options Table*





Name
            Number
                of Securities Underlying
              Unexercised
                Options at
              December
                31, 2005
            Value
                of Unexercised in-the-Money
              Options
                at
              December
                31, 2005(3)Exercisable
            Unexercisable
            Exercisable
            UnexercisableJan
                W. Clark
            13,000(1)
            -
            $2,600
            $
                -John
                G. Warner
            13,000(1)
            -
            $2,600
            $
                -






20




Name
            Number
                of Securities Underlying
              Unexercised
                Options at
              December
                31, 2005
            Value
                of Unexercised in-the-Money
              Options
                at
              December
                31, 2005(3)*(Continued)*
            Exercisable
            Unexercisable
            Exercisable
            UnexercisableMichael
                T. Storm
            13,000(1)
            -
            $2,600
            $
                -Michael
                L. Derr
            13,000(1)
            -
            $2,600
            $
                -Ralph
                F. Ebbenhouse
            7,500(2)
            -
            $1,125
            $
                -







(1)
            The
                exercise price for these options is $14.20 per share as to 6,500
                shares
                and $14.50 as to 6,500 shares. (2)
            The
                exercise price for these options is $14.20 per share as to 2,500
                shares
                and $14.50 as to 5,000 shares.


(3)
            Represents
                the total gain (if any) which would be realized if all in-the-money
                options held at December 31, 2005 were exercised, determined by
                multiplying the number of shares underlying the options by the difference
                between the per share option exercise price and the fair market value
                of
                the common stock at December 31, 2005. The average of the bid and ask
                prices of the common stock at December 31, 2005 of $14.55 was used
                as the
                per share fair market value.





*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 commencing January 1, 1997, and each agreement
      automatically renews annually for an additional two year term 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.





Michael
      T. Storm is a party to an “at will” letter agreement with County National Bank
      dated December 31, 1997, effective January 1, 1998. The agreement provides for an annual salary, subject to annual merit increases.
      Although the agreement is silent with respect to bonuses, County National Bank
      may also pay discretionary bonuses to Mr. Storm. If County National Bank
      terminates employment without cause, Mr. Storm is entitled to receive his salary
      and COBRA premiums for six months either in a lump sum payment or monthly
      installments.





Michael
      L. Derr is a party to an “at will” letter agreement with County National Bank
      dated March 20, 2001, effective April 30, 2001. The agreement provides for an annual salary, subject to annual merit increases.
      Although the agreement is silent with respect to bonuses, County National Bank
      may also pay discretionary bonuses to Mr. Derr.





*Supplemental
      Executive Retirement Plan*





County
      National Bank has purchased bank owned life insurance, referred to as BOLI,
      as
      an investment and as a means of funding retirement benefits for certain key
      executives. These policies, of which County National Bank is the sole
      beneficiary, and are owned by County National Bank, have been paid for in their
      entirety and are intended to generate income to satisfy its obligations under
      Supplemental Executive Retirement Plan and Consulting Agreements (SERPs) entered
      into by County National Bank with the executives. County National Bank intends
      to hold the policies until the death of the named insured officers. However,
      County National Bank can liquidate the policies for their cash surrender value
      but to do so would subject County National Bank to income taxes on the total
      earnings on the policies, which taxes have not been accrued. County National
      Bank has entered into the SERPs as part of its effort to attract and retain
      qualified executives.





County
      National Bank has entered into SERPs with Jan W. Clark, John G. Warner, Michael
      T. Storm, Michael L. Derr and Ralph F. Ebbenhouse. Under the SERPs, County
      National Bank has agreed to pay certain benefits to each executive upon his
      retirement, which is defined in the SERPs 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 earnings on a life insurance policy
      (or
      policies), including tax benefits thereon, until the executive’s termination of
      employment, death or retirement. The SERPs generally contain personal
      services/consulting provisions whereby payments, other than payments of the
      pre-retirement accounts, depend upon services to be rendered by the executives
      after retirement.






21





The
      following table lists the death benefit payable to County National Bank upon
      the
      death of the five executives as of December 31, 2005 along with the related
      cash
      surrender value of the life insurance (CSV) recorded as an asset. Also included
      are the balances of the pre-retirement accounts as of December 31, 2005. There
      is not a separate policy for Mr. Storm; rather, life insurance is carried on
      Mr.
      Derr for Mr. Storm’s benefits.





Name
            
            Death
                Benefit
              Payable
                to Bank
            
            Related
                CSV
            
            Pre-retirement
              Account
                BalanceJan
                W. Clark
            
            $
            1,651,265
            
            $
            998,421
            
            $
            112,647John
                G. Warner
            
            
            1,295,744
            
            
            670,063
            
            
            81,458Michael
                L. Derr
            
            
            1,211,136
            
            
            544,339
            
            
            27,312Ralph
                F. Ebbenhouse
            
            
            548,251
            
            
            258,513
            
            
            4,257Michael
                T. Storm
            
            
            -
            
            
            -
            
            
            27,312Total
            
            $
            4,706,396
            
            $
            2,471,336
            
            $
            252,986





Pursuant
      to the SERPs, if the executive is continuously employed from the effective
      date
      of the SERP 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 addition, County National Bank will pay the
      executive for personal services each year (and partial year) subsequent to
      the
      executive’s retirement until the executive’s death if rendered in accordance
      with the SERP.





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 with less than five years of service without cause prior to
      retirement, the executive has no rights to the balance in his pre-retirement
      account. If the executive voluntarily resigns or is terminated with five or
      more
      years of service without cause prior to retirement, 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 SERP), the executive
      forfeits all rights under the SERP. If the executive is terminated without
      cause
      or voluntarily resigns after a change of control (as defined in the SERP) 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.





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





County
      National Bank has also purchased BOLI in regard to SERP agreements entered
      into
      other officers of the bank under similar terms as those described
      above.





*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.






22





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 $600 per month for meetings attended.
      Outside directors who are members of the executive committee of the board of
      directors receive an additional $300 per month. Outside directors who are
      members of the loan committee and perform appraisal review services receive
      an
      additional $250 per month regardless of the number of reviews performed. Outside
      directors receive $75 for any other committee meeting attended.





*Employee
      Stock Purchase Plan*





The
      stockholders of CN Bancorp, Inc. approved the Employee Stock Purchase Plan
      in
      May 2004. 50,000 shares of CN Bancorp, Inc.’s common stock is reserved under
      this plan for employees to buy such shares in amounts determined by the Board
      of
      Directors. The purchase price under this plan is eighty-five percent of the
      “fair market value” of the common stock at the date of grant of the right to
      purchase shares, or at the date of exercise of the right, whichever is lower.
      Employees (including officers) must meet certain minimum weekly work hours
      and
      be employed by CN Bancorp, Inc. or subsidiaries for a least a year to be
      eligible under this plan. During 2004, 2,685 shares of common stock were sold
      to
      employees under this plan for $11.99 per share. No shares were granted or sold
      under the plan during 2005 and there are no outstanding grants at December
      31,
      2005.





*Stock
      Option Plan*





The
      stockholders of CN Bancorp, Inc. approved the Stock Option Plan in May 2004.
      The
      Stock Option Plan provides for discretionary awards of options to purchase
      up to
      an aggregate of 200,000 shares of CN Bancorp, Inc. common stock to officers
      and
      key employees of the Company and subsidiaries as determined by a committee
      of
      directors at the fair market value of the common stock on the date of grant.
      The
      term of the options can extend to ten years. The options granted to employees
      may be incentive stock options, which are intended to be eligible for favorable
      tax treatment to the employee, and options to employees or directors may be
      nonqualified stock options. On December 6, 2005, the Company granted immediately
      vested incentive stock options to purchase 51,000 shares of its common stock
      to
      certain officers and employees under this plan at the fair value of the stock
      on
      the date of grant for a period of ten years. All of the options’ exercise price
      is $14.50 per share and the options expire on December 5, 2015. There are 97,500
      options outstanding at December 31, 2005.





*Director
      Stock Purchase Plan*





The
      Board
      of Directors of CN Bancorp, Inc. approved the Director Stock Purchase Plan
      in
      2004. The purpose of this plan is to encourage directors to acquire shares
      in
      the Company. 50,000 shares of CN Bancorp, Inc.’s common stock is reserved under
      this plan for directors to buy such shares in amounts determined by the Board
      of
      Directors. The purchase price under this plan is the “fair market value” of the
      common stock at the date of grant. The exercise date on the awarded grants
      may
      not be later than twelve months after the date of grants. No shares were
      purchased during 2005 or 2004 under this plan and there are no outstanding
      options to purchase common shares at December 31, 2005 .











23





**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, 2006 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 and County National Bank’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.





**Name
                and Address**
              **of
                Beneficial Owner****(1)**
            **Shares
                of Common Stock******
            **Warrants
                to Purchase Common Stock****(c)**
            **Options
                to Purchase Common Stock****(d)**
            **Total
                Number of**
              **Shares**
              **Beneficially
                Owned****(a)**
            **Percentage**
              **of**
              **Ownership****(b)**Jan
                W. Clark(2)
            26,289
            -
            13,000
            39,289
            2.30%John
                E. DeGrange, Sr.(3)
            32,500
            5,000
            -
            37,500
            2.20%Michael
                L. Derr(4)
            1,210
            -
            13,000
            14,210
            0.83%Carl
                L. Hein, Jr.(5)
            51,500
            -
            -
            51,500
            3.04%Gerald
                V. McDonald(6)
            43,186
            -
            -
            43,186
            2.55%Robert
                P. Musselman, Sr.
            139,500
            -
            -
            139,500
            8.22%Wade
                H. Ritchie III
            6,000
            -
            
            6,000
            0.35%Daljit
                S. Sawhney(7)
            74,650
            8,900
            -
            83,550
            4.90%Michael
                T. Storm(8)
            819
            -
            13,000
            13,819
            0.81%Creston
                G. Tate
            200,000
            -
            -
            200,000
            11.79%John
                G. Warner(9)
            14,225
            9,031
            13,000
            36,256
            2.11%Directors
                and Officers as a Group (10 people)
            589,879
            22,931
            52,000
            664,810
            37.53%




(a) The
      total
      number of shares beneficially owned includes shares of common stock owned by
      the
      named persons as of the date noted above, shares of common stock subject to
      warrants and shares of common stock subject to options held by the named persons
      that are exercisable as of, or within 60 days of, said date.





(b) The
      shares of common stock subject to warrants and options 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.





(c) In June
      1997, CN Bancorp, Inc. issued warrants to purchase a total of 343,431 shares
      of
      common stock at $10.00 per share. Warrants to purchase 50,831 shares of common
      stock are outstanding at December 31, 2005 and 22,931 shares at February 28,
      2006 respectively. The warrants became exercisable in March 1998 and will expire
      in March 2006.





(d) In
      December 2005, CN Bancorp, Inc. issued options to purchase common stock at
      $14.50 per share to certain officers and employees under the Stock Option Plan.
      The options are fully vested, immediately exercisable and expire in December
      2015. In December 2004, CN Bancorp, Inc. issued options to purchase common
      stock
      at $14.20 per share to certain officers and employees under the Stock Option
      Plan. The options are fully vested, immediately exercisable and expire in
      December 2014. The 13,000 shares under option noted above per officer are
      comprised of 6,500 shares of the 2004 option grant and 6,500 of the 2005 option
      grant.





(1) Unless
      otherwise indicated, the address of each person listed in the foregoing table
      is
      the address of CN Bancorp, Inc., 7401 Ritchie Highway, Glen Burnie, Maryland
      21061




(2) Mr.
      Clark has sole investment power with respect to 12,736 shares and 3,400 shares
      issuable upon exercise of warrants and 13,000 shares issuable under options,
      and
      shares investment and voting power with his wife with respect to 10,153
      shares.





(3) Mr.
      DeGrange has sole investment and voting power with respect to 16,200 shares
      and
      shares investment and voting power with his wife with respect to 6,300 shares.
      Includes 10,000 shares owned by DeGrange Lumber Company, Inc and 5,000 shares
      issuable upon exercise of warrants owned by DeGrange Family
      Partnership.






24





(4) Mr. Derr
      has sole investment power with respect to 1,007 shares and 13,000 shares
      issuable under options and shares investment and voting power with his wife
      as
      to 203 shares.





(5) Mr. Hein
      has sole investment and voting power with respect to 39,050 shares. He is the
      personal representative for the estate of his deceased wife that controls 12,450
      shares.





(6) Mr.
      McDonald has sole investment power with respect to 20,384 shares and shares
      investment and voting power with his wife with respect to 22,802
      shares.





(7) Mr.
      Sawhney has sole investment power with respect to 49,650 shares and 8,900 shares
      issuable upon exercise of warrants and shares investment and voting power with
      his wife with respect to 25,000 shares.





(8) Mr.
      Storm has sole investment power with respect to 13,000 shares issuable under
      options and shares investment and voting power with his wife as to all other
      shares.





(9) Mr.
      Warner has sole investment and voting power with respect to 8,554 shares, 9,031
      shares issuable upon exercise of warrants and 13,000 shares issuable under
      options. He shares investment and voting power with wife with respect to 3,021
      shares and his mother with respect to 2,650 shares.





**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. Each of the these 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 these individuals was an organizer of County National Bank.
      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. Warrants
      representing 20,000 shares were exercised in 2004 and 272,600 in 2005. There
      are
      50,831 shares under warrant outstanding at December 31, 2005 and 22,931 shares
      are outstanding at February 28, 2006.





**Dividend
      Reinvestment and Stock Purchase Plan**





In
      April
      2004, the Board of Directors approved the Company’s Dividend Reinvestment and
      Stock Purchase Plan (DRIP) which authorizes up to 200,000 shares of common
      stock
      for use under the DRIP. Under the DRIP, the shareholder may receive dividends
      paid on the common stock of the Company that they own in additional shares
      of
      common stock of the Company. Shareholders are also allowed to purchase
      additional shares of common stock on the dividend payment dates up to a maximum
      value of $5,000. The shares are sold under this plan at the fair market value
      of
      the stock on the dividend declaration date. During 2005, 7,176 shares of common
      stock were issued under the DRIP. During 2004, 5,335 shares of common stock
      were
      issued under the DRIP.





**Stock
      Options**





In
      May
      2004, the shareholders approved the Company’s Employee Stock Purchase Plan
      (ESPP) authorizing up to 50,000 shares of common stock for use under the ESPP.
      Under the ESPP, the Company may award options to employees to purchase common
      at
      the purchase price for the shares of the lower of 85% of fair market value
      of
      the common stock on the date of the option grant or on the exercise date of
      the
      option. During 2004, 2,685 shares were purchased by employees under the ESPP.
      No
      shares were granted or sold under the plan during 2005 and there are no
      outstanding options to purchase common shares at December 31, 2005 under the
      ESPP.





In
      April
      2004, the Board of Directors approved the Company’s Directors Stock Purchase
      Plan (DSPP) authorizing up to 50,000 shares of common stock for use under the
      DSPP. Under the DSPP, the Company may award options to directors to purchase
      common stock at fair market value as of the date of the option grant. No shares
      were purchased during 2005 or 2004 under the DSPP and there are no outstanding
      options to purchase common shares at December 31, 2005.








25





In
      May
      2004, the shareholders approved the Company’s Stock Option Plan (SOP)
      authorizing up to 200,000 shares of common stock for use under SOP. Under the
      SOP, the Company may award options to designated officers and employees to
      purchase common stock at the minimum purchase price of fair market value of
      the
      common stock on the date of the option grant. The options have a maximum term
      of
      ten years. The Board of Directors determines the vesting, term and purchase
      price for each option granted within the parameters of the SOP. On December
      6,
      2005, the Company granted immediately vested options to purchase 51,000 shares
      of its common stock to certain officers and employees under the SOP at the
      fair
      value of the stock on the date of grant for a period of ten years. All of the
      options’ exercise price is $14.50 per share and the options expire on December
      5, 2015. There are a total of 97,500 options to purchase common stock
      outstanding under the SOP at December 31, 2005.





**Lease**





We
      lease
      space for our administrative offices and for County National Bank’s Glen Burnie
      branch and Millersville branch from entities controlled by Creston G. Tate,
      a
      director of CN Bancorp, Inc. and County National Bank. The terms of the leases
      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,
      including deposit accounts, loans and loan participations, 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.





In
      2003,
      County National Bank sold loan participations to family members of Gerald V.
      McDonald, a director of the Company and the Chairman of the Board of County
      National Bank, on a non-recourse basis. Under these transactions, the family
      members acquired undivided percentage interests in specific loans held by County
      National Bank. The participations were sold under the same terms and conditions
      as loan participations sold to non-related entities. The total loan
      participation amount outstanding at December 31, 2005 and December 31, 2004
      was
      $673,026 and $744,434, respectively.





**Item
      13. 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*10.7
              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+***10.11
              Amended
                  and Restated Executive Supplemental Retirement Plan and ConsultingAgreement
                  between County National Bank and Jan W. Clark dated June 18,
                  2002+***10.12
              Amended
                  and Restated Executive Supplemental Retirement Plan and Consulting
                  Agreement between County National Bank and John G. Warner dated
                  June 18,
                  2002+***10.13
              Amended
                  and Restated Executive Supplemental Retirement Plan and Consulting
                  Agreement between County National Bank and Michael L. Derr dated
                  June 18,
                  2002+***10.14
              Amended
                  and Restated Executive Supplemental Retirement Plan and Consulting
                  Agreement between County National Bank and Michael T. Storm dated
                  June 18,
                  2002***10.15
              Ground
                  Lease Agreement between Tate Veterans Highway, LLC and County National
                  Bank
   26
  +@@10.16
              CN
                  Bancorp, Inc. Stock Option Plan+****10.17
              Form
                  of Incentive Stock Option Agreement for Stock Option
                  Plan+@@10.18
              CN
                  Bancorp, Inc. Director Stock Purchase Plan+****10.19
              Director
                  Stock Purchase Plan Offer and Acceptance Forms+****10.20
              Letter
                  Agreement between Michael T. Storm and County National Bank dated
                  December
                  31, 1997+****10.21
              Letter
                  Agreement between Michael L. Derr and County National Bank dated
                  March 20,
                  2001+10.22
              Terms
                  of Director Cash
                  Compensation+****10.23(a)
              Salary
                  Increases and Bonuses to Executive Officers+10.23(b)
              Salary
                  and Bonus Information for Executive
                  Officers#10.24
              Dividend
                  Reinvestment and Stock Purchase Authorization Form+##10.25
              Unfunded
                  (Director) Deferred Compensation Agreement+10.26
              Executive
                  Supplemental Retirement Plan Agreement
                  between County National Bank and Ralph F.
                  Ebbenhouse13
              2005
                  Annual Report to Stockholders++14
              Code
                  of Ethics (revised)*21.1
              Subsidiaries
                  of CN Bancorp, Inc.23.1
              Consent
                  of Beard Miller Company
                  LLP31.1
              Rule
                  13a-14(a) /15d-14(a) Certification -
                  CEO31.2
              Rule
                  13a-14(a) /15d-14(a) Certification -
                  CFO32.1
              Certification
                  of Periodic Financial Report pursuant to
                  18 U.S.C. Section 1350 - CEO32.2
              Certification
                  of Periodic Financial Report pursuant to
                  18 U.S.C. Section 1350 -
                  CFO


The
      exhibits 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.





The
      exhibit denominated with a double asterisk (**) was filed as part of, and is
      hereby incorporated by reference from, CN Bancorp, Inc.'s 2002 Form
      10KSB.





The
      exhibit denominated with a triple asterisk (***) was filed as part of, and
      is
      hereby incorporated by reference from, CN Bancorp, Inc.'s 2003 Form
      10KSB.





The
      exhibit denominated with four asterisks (****) was filed as part of, and is
      hereby incorporated by reference from, CN Bancorp, Inc.'s 2004 Form 10KSB and
      amendment thereto





The
      exhibit denominated with a double "++"was filed as part of, and is hereby
      incorporated by reference from, CN Bancorp, Inc.’s Form 8-K filed on June 28,
      2004.





The
      exhibit denominated with a triple “@” was filed as part of, and is hereby
      incorporated by reference from, CN Bancorp, Inc.’s Registration Statement on
      Form S-8, under the Securities Act of 1933, as amended (Registration Number
      333-116380).





The
      exhibit denominated with a triple “@@” was filed as part of, and is hereby
      incorporated by reference from, CN Bancorp, Inc.’s Registration Statement on
      Form S-8, under the Securities Act of 1933, as amended (Registration Number
      333-116359).





The
      exhibit denominated with a “#” was filed as part of, and is hereby incorporated
      by reference from, CN Bancorp, Inc.’s Registration Statement on Form S-3, under
      the Securities Act of 1933, as amended (Registration Number 333-114355).





The
      exhibit denominated with a double "##"was filed as part of, and is hereby
      incorporated by reference from, CN Bancorp, Inc.’s Form 8-K filed on December
      16, 2004.





The
      exhibits denominated with a "+" are compensatory plans or
      arrangements.





**Item
      14. Principal Accountant Fees and Services**





The
      Company engaged Beard Miller Company LLP (Beard Miller) as its independent
      accountant. All services from Beard Miller were pre-authorized and requested
      by
      the Audit Committee of the Company prior to the services being performed. Below
      is a schedule of fees by related service for Beard Miller during 2005 and
      2004.







27





**2005**
            
            **2004**
            
            **Comments**Audit
                fees
            
            $
            29,124
            
            $
            27,500
            
            Audit
              services and reviews of SEC filingsAudit-Related
                fees
            
            
            -
            
            
            -Tax
                fees
            
            
            3,000
            
            
            1,700
            
            Preparation
              of income and related tax returnsAll
                Other fees
            
            
            -
            
            
            -$
            32,124
            
            $
            29,200





The
      Audit
      Committee is required to approve all audit and non-audit services, if any,
      provided by Beard Miller prior to such services being rendered. Non-audit
      services can only be provided by the Company’s independent accountant to the
      extent permitted by law. There were no services provided by Beard Miller
      pursuant to the *de
      minimus* exception to the pre-approval requirement contained in the rules of the
      Securities and Exchange Commission.





**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 :
                  February 28, 2006
              By:/s/
                  Jan W. ClarkJan
                  W. ClarkPresident
                  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 indicated
      as
      of February 28, 2006:





Name
            Position/s/Jan
                W. Clark
              Jan
                W. Clark
            Chairman
                of the Board of Directors,
              President,
                Chief Executive Officer,
              (Principal
                Executive Officer)/s/
                Michael T. Storm
              Michael
                T. Storm
            Chief
                Financial Officer (Principal Financial and Accounting
                Officer)/s/
                John E. DeGrange, Sr
              John
                E. DeGrange, Sr.
            Vice
                Chairman of the Board of Directors/s/
                Carl L. Hein, Jr.
              Carl
                L. Hein, Jr.
            Treasurer
                and Director/s/
                Creston G. Tate
              Creston
                G. Tate
            Director/s/
                John G. Warner
              John
                G. Warner
            Executive
                Vice President and Director/s/Gerald
                V. McDonald
              Gerald
                V. McDonald
            Director





**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.






28