<PAGE>   1

                                   EXHIBIT 99A


                  PROXY STATEMENT, NOTICE OF ANNUAL MEETING AND
                      FORM OF PROXY FOR THE ANNUAL MEETING
                     OF SHAREHOLDERS TO BE HELD MAY 12, 1998


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<PAGE>   2
                               CCFNB BANCORP, INC.
                                      PROXY
             ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 12, 1998
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


                  The undersigned hereby constitutes and appoints E.L. Carson
and Roy Buck and each and any of them, proxies of the undersigned, with full
power of substitution, to vote all of the shares of CCFNB Bancorp, Inc. (the
"Corporation") that the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Corporation to be held at the CCFNB Operations
Center, Lightstreet Road, Bloomsburg, Pennsylvania 17815, on Tuesday, May 12,
1998 at 10:30 a.m., prevailing time, and at any adjournment or postponement
thereof as follows:

1.       ELECTION OF CLASS 2 DIRECTORS TO SERVE FOR A THREE-YEAR TERM

         [    ]   For all nominees listed    [    ]   WITHHOLD AUTHORITY
                  below (except as marked             to vote on all nominees
                  to the contrary below)              listed below

         (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
         NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

              Stanley Barchik, William F. Hess and Paul E. Reichart
           ___________________________________________________________

2.       Proposal to ratify the selection of J.H. Williams & Co., LLP, Certified
         Public Accountants, of Kingston, Pennsylvania, as the independent
         auditors for the Corporation for the year ending December 31, 1998.

                       [    ]   FOR       [    ]   AGAINST

         The Board of Directors recommends a vote FOR this proposal.

3.       In their discretion, the proxies are authorized to vote upon such other
         business as may properly come before the annual meeting and any
         adjournment or postponement thereof.


                  THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.

                               Dated ___________________________, 1998

                               _______________________________________

                               _______________________________________
                                    Signature(s)

Number of Shares Held of
Record on March 25, 1998: _______________


                  THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND
RETURNED PROMPTLY TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE.
IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER
MUST SIGN.

                                       71
<PAGE>   3
                               CCFNB BANCORP, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


TO THE SHAREHOLDERS OF CCFNB BANCORP, INC.:

                  Notice is hereby given that the Annual Meeting of Shareholders
of CCFNB Bancorp, Inc. (the "Corporation") will be held at 10:30 a.m.,
prevailing time, on Tuesday, May 12, 1998, at the CCFNB Operations Center,
Lightstreet Road, Bloomsburg, Pennsylvania 17815, for the following purposes:

                           1. To elect three (3) Class 2 directors to serve for
                  a three-year term and until their successors are duly elected
                  and qualified;

                           2. To ratify the selection of J. H. Williams & Co.,
                  LLP, Certified Public Accountants, of Kingston, Pennsylvania,
                  as the independent auditors for the Corporation for the year
                  ending December 31, 1998; and

                           3. To transact such other business as may properly
                  come before the Annual Meeting and any adjournment or
                  postponement thereof.

                  Only those shareholders of record at the close of business, at
12:30 p.m., on Wednesday, March 25, 1998, will be entitled to notice of and to
vote at the Annual Meeting.

                  A copy of the Corporation's Annual Report for the fiscal year
ended December 31, 1997, is being mailed with this notice.

                  You are urged to mark, sign, date and promptly return your
proxy in the enclosed envelope so that your shares may be voted in accordance
with your wishes and in order that the presence of a quorum may be assured. The
prompt return of your dated and signed proxy, regardless of the number of shares
you hold, will aid the Corporation in reducing the expense of additional proxy
solicitation. The giving of such proxy does not affect your right to vote in
person if you attend the meeting.

                                        By Order of the Board of Directors



                                        Paul E. Reichart, President
April 1, 1998


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<PAGE>   4
                               CCFNB BANCORP, INC.

                    PROXY STATEMENT FOR THE ANNUAL MEETING OF
                      SHAREHOLDERS TO BE HELD MAY 12, 1998


                                     GENERAL

INTRODUCTION, DATE, PLACE AND TIME OF MEETING

                  This Proxy Statement is being furnished for the solicitation
by the Board of Directors of CCFNB Bancorp, Inc. (the "Corporation"), a
Pennsylvania business corporation, of proxies to be voted at the Annual Meeting
of Shareholders of the Corporation to be held at the CCFNB Operations Center,
Lightstreet Road, Bloomsburg, Pennsylvania 17815, on Tuesday, May 12, 1998, at
10:30 a.m., prevailing time, or at any adjournment or postponement of the Annual
Meeting.

                  The principal executive offices of the Corporation are located
at Columbia County Farmers National Bank (the "Bank"), 232 East Street,
Bloomsburg, Pennsylvania 17815. The telephone number for the Corporation is
(717) 784-4400. All inquiries should be directed to Paul E. Reichart, President
of the Corporation. The Bank is a wholly-owned subsidiary of the Corporation.

SOLICITATION

                  This Proxy Statement and the enclosed form of proxy (the
"Proxy") are first being sent to shareholders of the Corporation on or about
April 1, 1998.

                  Shares represented by proxies on the accompanying Proxy, if
properly signed and returned, will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying to the
contrary will be voted for the election of the three nominees for Class 2
Director named below and for the ratification of the selection of J. H. Williams
& Co., LLP, Certified Public Accountants, of Kingston, Pennsylvania, as the
independent auditors for the Corporation for the year ending December 31, 1998.
Execution and return of the enclosed Proxy will not affect a shareholder's right
to attend the Annual Meeting and vote in person, after giving written notice to
the Secretary of the Corporation.

                  The cost of preparing, assembling, printing, mailing and
soliciting Proxies, and any additional material which the Corporation may
furnish shareholders in connection with the Annual Meeting, will be borne by the
Corporation. In addition to the use of the mails, certain directors, officers
and employees of the Corporation and the Bank may solicit Proxies personally, by
telephone and by telefacsimile. Arrangements will be made with brokerage houses
and other custodians, nominees and fiduciaries to forward proxy solicitation
material to the beneficial 


                                       73
<PAGE>   5
owners of stock held of record by these persons, and, upon request therefor, the
Corporation will reimburse them for their reasonable forwarding expenses.

RIGHT OF REVOCATION

                  A shareholder who returns a Proxy may revoke the Proxy at any
time before it is voted only: (1) by giving written notice of revocation to Don
E. Bangs, Secretary, CCFNB Bancorp, Inc., 232 East Street, Bloomsburg,
Pennsylvania 17815; (2) by executing a later-dated Proxy and giving written
notice thereof to the Secretary of the Corporation; or (3) by voting in person
at the Annual Meeting after giving written notice to the Secretary of the
Corporation.

VOTING SECURITIES, RECORD DATE AND QUORUM

                  At the close of business on March 25, 1998, the Corporation
had 5,000,000 shares of common stock, par value $1.25 per share, the only
authorized class of stock, of which 1,380,903 shares of common stock were issued
and outstanding (the "Common Stock").

                  Only holders of common stock of record at the close of
business on March 25, 1998, will be entitled to notice of and to vote at the
Annual Meeting. Cumulative voting rights do not exist with respect to the
election of directors. On all matters to come before the Annual Meeting, each
share of common stock is entitled to one vote.

                  Under Pennsylvania law and the By-laws of the Corporation, the
presence of a quorum is required for each matter to be acted upon at the Annual
Meeting. Pursuant to the By-laws of the Corporation, the presence, in person or
by proxy, of shareholders entitled to cast at least a majority of the votes
which all shareholders are entitled to cast shall constitute a quorum for the
transaction of business at the Annual Meeting. Votes withheld and abstentions
will be counted in determining the presence of a quorum for the particular
matter. Broker non-votes will not be counted in determining the presence of a
quorum for the particular matter as to which the broker withheld authority.

                  Assuming the presence of a quorum, the three nominees for
director receiving the highest number of votes cast by shareholders entitled to
vote for the election of directors shall be elected. Votes withheld from a
nominee and broker non-votes will not be cast for such nominee.

                  Assuming the presence of a quorum, the affirmative vote of a
majority of all votes cast by shareholders is required for the approval of the
ratification of the selection of independent auditors. Abstentions and broker
non-votes are not votes cast and therefore do not count either for or against
such respective approval and ratification. Abstentions and broker non-votes,
however, have the practical effect of reducing the number of affirmative votes
required to achieve a majority for each such matter by reducing the total number
of shares voted from which the required majority is calculated.



                                       74
<PAGE>   6
             PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK

PRINCIPAL OWNER

                  As of March 25, 1998, to the best of the Corporation's
information and belief, no person holds beneficially or of record, directly or
indirectly, five percent (5%) or more of the outstanding shares of Common Stock.

BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES

                  The following table sets forth information concerning the
number of shares of Common Stock beneficially owned, directly or indirectly, as
of March 25, 1998, by (i) each director and nominee, (ii) each executive officer
of the Corporation, and (iii) the directors and the executive officers of the
Corporation as a group.

<TABLE>
<CAPTION>
Name of Individual                                   Amount and Nature of                          Percent
or Identity of Group                               Beneficial Ownership(1)(2)                    of Class(3)
--------------------                               --------------------------                    -----------
<S>                                                <C>                                           <C>        
Don E. Bangs(4)                                             7,941.044  (7)                           ----
Stanley Barchik(5)                                         11,445.000  (8)                           ----
Robert M. Brewington, Jr.(6)                                4,604.152  (9)                           ----
Edward L. Campbell(4)                                       5,142.194 (10)                           ----
Elwood R. Harding, Jr.(4)                                  15,347.734 (11)                            1.11%
William F. Hess(5)                                          4,083.663 (12)                           ----
Willard H. Kile, Sr.(6)                                    17,703.879 (13)                            1.28%
Virginia D. Kocher                                            391.000 (14)                           ----
Charles E. Long(6)                                          5,732.879 (15)                           ----
Paul E. Reichart(5)                                         7,416.000 (16)                           ----

All Officers and Directors
 as a Group (9 directors,
 3 nominees, 4 officers,
 10 persons in total)                                      79,807.545                                 5.78%
</TABLE>

------------------------------
(1)      Information furnished by the directors and the Corporation.

(2)      The securities "beneficially owned" by an individual are determined in
         accordance with the definitions of "beneficial ownership" set forth in
         the General Rules and Regulations of the Securities and Exchange
         Commission ("SEC") and may include securities owned by or for the
         individual's spouse and minor children and any other relative who has
         the same home, as well as securities to which the individual has or
         shares voting or investment power or has the right to acquire
         beneficial ownership within sixty (60) days after March 25, 1998.
         Beneficial ownership may be disclaimed as to certain of the securities.

(3)      Less than one percent unless otherwise indicated.

(4)      A Class 3 Director whose term expires in 2000.

(5)      A Class 2 Director whose term expires in 1998 and a nominee for Class 2
         Director whose term expires in 2001.

(6)      A Class 1 Director whose term expires in 1999.



                                       75
<PAGE>   7
(7)      Includes 5,158,312 shares of Common Stock held individually by Mr.
         Bangs; 53,732 shares of Common Stock held jointly with his spouse; and
         2,729,000 shares of Common Stock held in a SEP retirement account.

(8)      Includes 2,970,000 shares of Common Stock held individually by Mr.
         Barchik and 8,475,000 shares of Common Stock held jointly with his
         spouse.

(9)      Includes 3,226,001 shares of Common Stock held individually by Mr.
         Brewington; 1,136,921 shares of Common Stock held jointly with his
         spouse; 120,615 held by the Bank's Trust Department for the benefit of
         Mr. Brewington; and 120,615 held by the Bank's Trust Department for the
         benefit of Mrs. Brewington.

(10)     Includes 3,191,707 shares of Common Stock held individually by Mr.
         Campbell and 1,950,487 shares of Common Stock held jointly with his
         spouse.

(11)     Includes 7,175,000 shares of Common Stock held individually by Mr.
         Harding; 6,750,000 shares of Common Stock held individually by his
         spouse; 752,255 held by the Bank's Trust Department for the benefit of
         Mr. Harding; and 670,479 held by the Bank's Trust Department for the
         benefit of Mrs. Harding.

(12)     Includes 3,546,339 shares of Common Stock held individually by Mr. Hess
         and 537,324 shares of Common Stock held individually by his spouse.

(13)     Includes 8,284,000 shares of Common Stock held individually by Mr.
         Kile; 7,500,000 shares of Common Stock held jointly with his spouse;
         and 1,919,879 shares held by the Bank's Trust Department for the
         benefit of Mr. Kile.

(14)     All shares of Common Stock held by the named person are held as an
         individual.

(15)     Includes 5,496,900 shares of Common Stock held individually by Mr. Long
         and 235,979 shares of Common Stock held individually by his spouse.

(16)     Includes 2,500,000 shares of Common Stock held individually by Mr.
         Reichart and 4,916,000 shares of Common Stock held jointly with his
         spouse.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

                  Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Corporation's officers and directors, and persons who own
more than ten percent (10%) of the registered class of the Corporation's equity
securities, to file reports of ownership and changes in ownership with the SEC.
Officers, directors and greater than ten-percent (10%) shareholders are required
by SEC regulation to furnish the Corporation with copies of all Section 16(a)
forms they file.

                  Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Corporation believes that during
the period January 1, 1997 through December 31, 1997, its officers and directors
were in compliance with all filing requirements applicable to them.


                              ELECTION OF DIRECTORS
                                    (ITEM 1)

                  The Corporation has a classified Board of Directors with
staggered three-year terms of office. In a classified board, the directors are
generally divided into separate classes of equal number. The terms of the
separate classes expire in successive years. Thus, at each Annual Meeting of
Shareholders successors to the class of directors whose term shall then expire
shall be elected to hold office for a term of three years, so that the term of
office of one class of directors shall expire in each year.



                                       76
<PAGE>   8
                  In addition, there is no cumulative voting for the election of
directors. Each share of common stock is entitled to cast only one vote for each
nominee. For example, if a shareholder owns 100 shares of common stock, he or
she may cast up to 100 votes for each of the nominees for director in the class
to be elected.

                  Unless otherwise instructed, the proxy holders will vote the
proxies received by them for the election of the three nominees for Class 2
Director named below. If any nominee should become unavailable for any reason,
proxies will be voted in favor of a substitute nominee as the Board of Directors
of the Corporation shall determine. The Board of Directors has no reason to
believe the nominees named will be unable to serve if elected. Any vacancy
occurring on the Board of Directors of the Corporation for any reason may be
filled by a majority of the directors then in office until the expiration of the
term of vacancy. Election of a nominee to the office of director will require an
affirmative vote of a majority of the shares of Common Stock represented at the
Annual Meeting.


                           INFORMATION AS TO NOMINEES,
                        DIRECTORS AND EXECUTIVE OFFICERS

                  The following table contains certain information with respect
to the executive officers, nominees for Class 2 Director whose term expires in
2001, current Class 2 Directors whose term expires in 1998, and the Class 1
Directors and Class 3 Directors whose terms of office expire in 1999 and 2000,
respectively:

<TABLE>
<CAPTION>
                               Age as of          Principal Occupation During Past
                               March 25,             Five Years and/or Position(s)                   Director
Name                               1998               Held With The Corporation                        Since
----                          --------------      ----------------------------------                 ---------

CURRENT CLASS 2 DIRECTORS WHOSE TERM EXPIRES IN 1998 AND
NOMINEES FOR CLASS 2 DIRECTOR WHOSE TERM EXPIRES IN 2001
<S>                           <C>                 <C>                                                <C> 

Stanley Barchik                    64             President, Stan & Sons, Inc.,                         1985
                                                  commercial leasing and retail
                                                  gasoline sales

William F. Hess                    64             Chairman and Former Vice Chairman                    1982(1)
                                                  of the Corporation and the Bank;
                                                  Director of the Corporation and the
                                                  Bank; dairy farmer

Paul E. Reichart                   60             President, Chief Executive Officer,                  1983(1)
                                                  Vice Chairman and Director of the
                                                  Corporation and the Bank
</TABLE>

                                       77
<PAGE>   9
<TABLE>
<CAPTION>

                               Age as of          Principal Occupation During Past
                               March 25,             Five Years and/or Position(s)                   Director
Name                               1998               Held With The Corporation                        Since
----                          --------------      ----------------------------------                 ---------

CLASS 1 DIRECTORS WHOSE TERM EXPIRES IN 1999

<S>                           <C>                 <C>                                                <C> 
Robert M. Brewington, Jr.          47             Owner, Sutliff Motors; selling and                    1996
                                                  servicing cars and trucks; school
                                                  bus contractor

Willard H. Kile, Sr.               70             Former Chairman of the Corporation                   1974(1)
                                                  and the Bank; Director of the
                                                  Corporation and the Bank; Kile and
                                                  Kile Real Estate and Rentals

Charles E. Long                    62             Retired; former President, Long                       1993
                                                  Supply Co., Inc., wholesaler and
                                                  retailer of hardware and masonry
                                                  products

CLASS 3 DIRECTORS WHOSE TERM EXPIRES IN 2000

Don E. Bangs                       66             Secretary of the Corporation and                      1985
                                                  the Bank; former owner of Bangs
                                                  Insurance Agency and agent for
                                                  The Thrush Insurance Agency

Edward L. Campbell                 59             President, ELC Enterprises, Inc.                      1985
                                                  d/b/a The Heritage House Family
                                                  Restaurant and the sole proprietor of
                                                  Heritage Acres Christmas tree sales

Elwood R. Harding, Jr.             51             Attorney, Harding & Associates,                       1984
                                                  Bloomsburg; President, Inter-County
                                                  Land Abstract Co., Inc.
</TABLE>
------------------------------

(1)      Includes period prior to June 20, 1983, when such persons served as
         directors of the Bank, which became a wholly-owned subsidiary of the
         Corporation on that date. All directors of the Corporation are
         currently also directors of the Bank.


                  The Board of Directors of the Bank has established the
following committees for 1998:

                  Executive Committee. This Committee exercises the authority of
the Board of Directors in the management of the business of the Bank between the
dates of regular meetings of 



                                       78
<PAGE>   10
the Board of Directors. Messrs. Hess (Chairman), Bangs and Reichart are members
of the Executive Committee.

                  Long Range Planning Committee. This Committee studies the
future growth, capital development and corporate structure of the Bank. Messrs.
Bangs (Chairman), Harding, Long and Reichart are members of the Long Range
Planning Committee.

                  Human Resource Committee. This Committee recommends to the
Board of Directors the amount to be considered for contribution to the Bank's
Profit Sharing Plan and reviews the proposed salary increases of the officers
before they are presented to the Board of Directors for approval. Messrs. Long
(Chairman), Bangs, Harding and Reichart are members of the Human Resource
Committee.

                  Audit Committee. This Committee supervises the audit of the
books of account of the Bank and recommends for approval by the Board of
Directors the services of an independent certified public accountant to examine
the financial matters of the Bank. Messrs. Harding (Chairman), Bangs, Brewington
and Long are members of the Audit Committee.

                  Credit Administration Committee. This Committee reviews all
new loans, past due loans, loan compliance, loan review and other pertinent
matters. Messrs. Hess (Chairman), Brewington, Campbell and Reichart are members
of the Credit Administration Committee.

                  Asset-Liability Committee. This Committee reviews the
asset-liability positions of the Bank and provides support and direction in
managing net interest margins and liquidity. Messrs. Brewington (Chairman),
Bangs, Long and Reichart are members of the Asset-Liability Committee.

                  Trust Committee. This Committee is responsible for oversight
of the Bank's Trust Department, including the Department's investments and
operations. Messrs. Kile (Chairman), Barchik, Campbell and Reichart are members
of the Trust Committee.

                  Year 2000 Compliance Committee. This Committee is responsible
for oversight of the Year 2000 compliance. Messrs. Harding (Chairman),
Brewington and Reichart are members of the Year 2000 Compliance Committee.

                  During 1997, the Corporation's Board of Directors held eleven
(11) meetings and the Bank's Board of Directors held twenty-four (24) meetings.
Each Director of the Corporation who is also a Director of the Bank attended at
least 75% of the combined total number of meetings of the Boards of Directors of
the Corporation and the Bank and of the committees of the Bank of which he is a
member.

                  The Corporation does not have a nominating committee. A
shareholder who desires to propose an individual for consideration by the Board
of Directors as a nominee for director should submit a proposal in writing to
the Secretary of the Corporation in accordance with Section 202 of the By-laws
of the Corporation.


                                       79
<PAGE>   11
                             EXECUTIVE COMPENSATION

COMPENSATION PAID TO EXECUTIVE OFFICERS

                  The following table sets forth the total compensation for
services in all capacities paid by the Corporation and the Bank during 1997,
1996 and 1995, to the Corporation's and the Bank's President and Chief Executive
Officer. No other executive officer's annual salary and bonus exceeded $100,000
during 1997 and therefore is not required to be presented.

                          SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
                                                     Annual Compensation
                                            ------------------------------------------------------------------
   Name and Principal          Fiscal                                      Other Annual           All Other
        Position                Year        Salary         Bonus          Compensation(2)      Compensation(3)
        --------                ----        ------         -----          ---------------      ---------------

<S>                             <C>        <C>          <C>                  <C>                   <C>   
Paul E. Reichart                1997       $85,677      $27,239(4)           $8,400                $3,571
(President and Chief            1996        $85,677     $25,759(5)            $8,400               $3,552
Executive Officer)              1995        $80,826     $23,307(6)            $7,800               $3,528
</TABLE>

(1)      From January 1, 1995 through December 31, 1997, the Corporation did not
         pay any long-term compensation in the form of stock options, stock
         appreciation rights, restricted stock or any other long-term
         compensation, nor did it make any long-term incentive plan payments.
         Accordingly, no such information is presented in the Summary
         Compensation Table set forth above. No such arrangements are currently
         in effect.

(2)      Represents the payment of directors' fees by the Bank for the years
         presented. Mr. Reichart did not receive perquisites and other personal
         benefits, securities and property that totaled in the aggregate for the
         years presented either $50,000 or 10% of the total of the amounts
         reported under the salary and bonus columns. Therefore, the amounts for
         such perquisites and other personal benefits, securities and property
         are not reported.

(3)      These figures represent annual term insurance premium payments on the
         life of Mr. Reichart.

(4)      Includes $15,000 as a life insurance premium payment for a deferred
         compensation plan; $5,978 as a contribution to the Bank's profit
         sharing plan; $1,285 representing 50% up to 3% matching contribution to
         Mr. Reichart's 401K plan; $800 representing car expense; and $4,176
         representing cafeteria plan benefits.

(5)      Includes $15,000 as a life insurance premium payment for a deferred
         compensation plan; $3,427 as a cash bonus representing 4% of base
         salary; $5,727 as a contribution to the Bank's profit sharing plan; and
         $1,605 representing 50% up to 3.58% matching contribution to Mr.
         Reichart's 401K plan.

(6)      Includes $15,000 as a life insurance premium payment for a deferred
         compensation plan; $3,233 as a cash bonus representing 4% of base
         salary; and $5,074 as a contribution to the Bank's profit sharing plan.


DEFERRED COMPENSATION AGREEMENTS FOR EXECUTIVE OFFICERS

                  Paul E. Reichart has served as the Corporation's and the
Bank's President and Chief Executive Officer since 1985. Mr. Reichart was named
Vice Chairman in 1998. J. Jan Girton has served as the Executive Vice President,
Chief Operating Officer and Assistant Secretary of the Bank since 1987. As a
result of Messrs. Reichart's and Girton's active involvement and experience in
the affairs of the Bank, the Bank has depended upon, and continues to depend
upon, their continued employment. The Bank does not maintain employment
agreements or key man insurance, other than the deferred compensation agreements
described below, with respect to Messrs. Reichart and Girton. However, in 1992,
the Bank entered into 


                                       80
<PAGE>   12
agreements with Paul E. Reichart, President and Chief Executive Officer of the
Corporation and the Bank, and J. Jan Girton, Executive Vice President, Chief
Operating Officer and Assistant Secretary of the Bank, to establish a
non-qualified deferred compensation plan (the "Deferred Compensation Plan") for
these officers.

                  Each officer is deferring compensation in order to participate
in his Deferred Compensation Plan. If the officer continues to serve as an
officer of the Bank until he attains sixty-five (65) years of age, the Bank has
agreed to pay him 120 guaranteed consecutive monthly payments commencing on the
first day of the month following the officer's 65th birthday. Each officer's
guaranteed monthly payment is based upon the future value of life insurance
purchased with the compensation the officer has deferred. If the officer attains
sixty-five (65) years of age but dies before receiving all of the guaranteed
monthly payments, then the Bank will make the remaining payments to the
officer's designated beneficiary or to the representative of his estate. In the
event that the officer dies while serving as an officer, but prior to age
sixty-five (65), then the Bank will remit the guaranteed monthly payments to the
officer's designated beneficiary or to the representative of his estate. The
Bank has obtained life insurance (designating the Bank as the beneficiary) on
the life of each participating officer in an amount which is intended to cover
the Bank's obligations under the Deferred Compensation Plan, based upon certain
actuarial assumptions. In 1997, the Bank accrued $25,800 as an expense for the
Deferred Compensation Plan.

PROFIT SHARING PLAN

                  The Corporation and the Bank do not have a pension plan. The
Bank, however, does maintain a non-contributory profit sharing plan (the "Plan")
for its employees. To be eligible, an employee must be 21 years of age, have
been employed by the Bank on the last day of the Plan year and generally
completed at least 1,000 hours of service during the Plan year (except in the
case of death, disability or retirement).

                  In addition, effective January 1, 1995, the Bank amended the
Plan to include a 401K Savings Plan feature. An employee may elect to contribute
up to ten percent of his or her annual aggregate compensation into the 401K
Savings Plan. The Bank may contribute a matching contribution to an employee's
account, if management deems the income (profits) to be adequate to justify this
expense. Employees who participated in the Plan as of December 31, 1994, will be
100% vested. However, employees who began participation in the Plan on or after
January 1, 1995, will have any Bank contributions 100% vested after five years
of service. Under the 401K Savings Plan, an employee must complete at least
1,000 hours of service during the year in order to be eligible to participate in
the 401K Savings Plan.

                  Contributions reflected as expense under the Plan for 1997,
1996 and 1995 were $108,099, $97,564 and $86,755, respectively. The Bank made a
matching contribution in 1997 under the 401K Savings Plan feature. The match was
50% of the first 3% of employee contribution and amounted to $18,266.


                                       81
<PAGE>   13
COMPENSATION OF DIRECTORS

                  During 1997, each member of the Bank's Board of Directors
received $350 for each meeting of the Board and $225 for each committee meeting
attended. In addition, in 1997, the Chairman of the Board of Directors and the
Secretary each received an additional fee of $1,200 for additional services
provided to the Bank. Members of the Corporation's Board of Directors are not
compensated for attending meetings of the Corporation's Board of Directors. Such
meetings usually occur immediately after meetings of the Bank's Board of
Directors.

DEFERRED COMPENSATION AGREEMENTS FOR DIRECTORS

                  The Bank has entered into agreements with three directors to
establish non-qualified deferred compensation plans (the "Director Deferred
Compensation Plans") for each of these directors. These plans are limited to
4-year terms. The Bank may, however, enter into subsequent similar plans with
its directors. Each of the participating directors is deferring the payment to
him of the directors' fees described above. If the director continues to serve
as a director of the Bank until he attains generally 70 or 72 years of age, as
the case may be, the Bank has agreed to pay him ten equal annual payments
commencing on the first day of the month following such director's 70th or 72nd
birthday, as the case may be. Each director's guaranteed annual payment is based
upon the cumulative amount of deferred fees together with interest currently
accruing thereon at the rate of 8% per annum, subject to change by the Board of
Directors. If the director attains 70 or 72 years of age, as the case may be,
but dies before receiving all ten annual payments, then the Bank will make the
remaining payments to the director's designated beneficiary or to the
representative of his estate. In the event that the director dies while serving
as a director, but prior to age 70 or 72, as the case may be, then the Bank will
remit the annual payments to such director's designated beneficiary or to the
representative of his estate. The Bank has obtained life insurance (designating
the Bank as the beneficiary) on the lives of Messrs. Kile and Harding in face
amounts which are intended to cover the Bank's obligations under those
director's Deferred Compensation Plans. In 1997, the Bank accrued $17,200 as an
expense for the Director Deferred Compensation Plans. As of December 31, 1997,
Messrs. Kile, Harding and Barchik were participating in such Plans.


                              CERTAIN TRANSACTIONS

                  There have been no material transactions between the
Corporation and the Bank, nor any material transactions proposed, with any
director or executive officer of the Corporation and the Bank, or any associate
of any of the foregoing persons. The Corporation and the Bank have had and
intend to continue to have banking and financial transactions in the ordinary
course of business with directors and executive officers of the Corporation and
the Bank and their associates on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons.

                  Total loans outstanding from the Corporation and the Bank as
of December 31, 1997, to the Corporation's and the Bank's executive officers and
directors as a group and members of their immediate families and companies in
which they had an ownership interest of 


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<PAGE>   14
10% or more was $4,097,245, or approximately 18.54% of the total equity capital
of the Bank. Loans to such persons were made in the ordinary course of business,
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectibility
or present other unfavorable features.


                      PRINCIPAL OFFICERS OF THE CORPORATION

                  The following table sets forth selected information about the
principal officers of the Corporation, each of whom is selected by the Board of
Directors and each of whom holds office at the discretion of the Board of
Directors:

<TABLE>
<CAPTION>
                                                                  Bank
                          Office and                   Held     Employee       Number of Shares       Age as of
Name                    Position Held                  Since      Since       Beneficially Owned    March 25, 1998
----                    -------------                  -----    --------      ------------------    --------------
<S>                     <C>                            <C>      <C>           <C>                   <C>
William F. Hess         Vice Chairman of the Board     1996         (1)         4,083.663   (2)          64
                        Chairman of the Board          1998

Paul E. Reichart        President and CEO              1985        1960         7,416.000   (2)          60
                        Vice Chairman of the Board     1998

Don E. Bangs            Secretary                      1993         (1)         7,941.044   (2)          66

Virginia D. Kocher      Treasurer                      1991        1972           391.000   (2)          50
</TABLE>

----------------------------

(1)      Messrs. Hess  and Bangs are not employees of the Bank.

(2)      See footnotes under "Beneficial Ownership by Officers, Directors and
         Nominees" with respect to the stockholdings for this officer.


PRINCIPAL OFFICERS OF THE BANK

                  The following table sets forth selected information about the
principal officers of the Bank, each of whom is elected by the Board of
Directors of the Bank and each of whom holds office at the discretion of the
Board of Directors of the Bank:

<TABLE>
<CAPTION>
                                                                  Bank
                          Office and                   Held     Employee       Number of Shares       Age as of
Name                    Position Held                  Since      Since       Beneficially Owned    March 25, 1998
----                    -------------                  -----    --------      ------------------    --------------
<S>                     <C>                            <C>      <C>           <C>                   <C>
William F. Hess         Vice Chairman of the Board     1996         (1)         4,083.663   (2)          64
                        Chairman of the Board          1998

Don E. Bangs            Secretary                      1993         (1)         7,941.044   (2)          66

Paul E. Reichart        President and CEO              1985        1960         7,416.000   (2)          60
                        Vice Chairman of the Board     1998
</TABLE>


                                       83
<PAGE>   15
<TABLE>
<CAPTION>

                                                                  Bank
                          Office and                   Held     Employee       Number of Shares       Age as of
Name                    Position Held                  Since      Since       Beneficially Owned    March 25, 1998
----                    -------------                  -----    --------      ------------------    --------------
<S>                     <C>                            <C>      <C>           <C>                   <C>
J. Jan Girton           Executive Vice President,      1987        1985         1,203.608   (3)          57
                        Chief Operating Officer
                        and Assistant Secretary        1992

Lance O. Diehl(6)       Senior Vice President          1997        1995             -0-                  32

Linda A. Huttenstine    Senior Vice President          1991        1963           333.000   (4)          53
                        and Cashier                    1985

Jacob S. Trump          Senior Vice President and      1989        1989           211.322   (4)          50
                        Financial Planning Officer

Edwin A. Wenner         Senior Vice President          1996        1974           325.000   (5)          44

Virginia D. Kocher      Vice President,                1987        1972           391.000   (2)          50
                        Controller and                 1982
                        Assistant Secretary            1991

Richard L. Sierer       Financial Planner              1997        1997               -0-                53
                        Trust Officer
</TABLE>
----------------------------

(1)      Messrs. Hess and Bangs are not employees of the Bank.

(2)      See footnotes under "Beneficial Ownership by Officers, Directors and
         Nominees" with respect to the stockholdings for this officer.

(3)      Includes 128.959 shares of Common Stock held individually by Mr. Girton
         and 1,074.649 shares of Common Stock held jointly with his spouse.

(4)      All shares of Common Stock held by the named person are held as an
         individual.

(5)      The 325 shares of Common Stock beneficially owned by Mr. Wenner are
         jointly held with his spouse.

(6)      Mr. Diehl is the nephew of Mr. Kile, a Director of the Corporation and
         the Bank.


                                LEGAL PROCEEDINGS

GENERAL

                  The nature of the Corporation's and the Bank's business
generates a certain amount of litigation involving matters arising in the
ordinary course of business. However, in the opinion of management of the
Corporation and the Bank, there are no proceedings pending to which the
Corporation and the Bank is a party or to which their property is subject,
which, if determined adversely to the Corporation and the Bank, would be
material in relation to the Corporation's and the Bank's undivided profits or
financial condition, nor are there any proceedings pending other than ordinary
routine litigation incident to the business of the Corporation and the Bank. In
addition, no material proceedings are pending or are known to be threatened or
contemplated against the Corporation and the Bank by government authorities or
others.


                                       84
<PAGE>   16
ENVIRONMENTAL ISSUES

                  There are several federal and state statutes that govern the
obligations of financial institutions with respect to environmental issues.
Besides being responsible under such statutes for its own conduct, a bank also
may be held liable under certain circumstances for actions of borrowers or other
third parties on properties that collateralize loans held by the bank. Such
potential liability may far exceed the original amount of the loan made by the
bank. Currently, the Bank is not a party to any pending legal proceedings under
any environmental statute nor is the Bank aware of any circumstances that may
give rise to liability of the Bank under any such statute.


                 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
                                    (ITEM 2)

                  Unless instructed to the contrary, it is intended that votes
will be cast pursuant to the proxies for the ratification of the selection of J.
H. Williams & Co., LLP, Certified Public Accountants, of Kingston, Pennsylvania
("J. H. Williams"), as the Corporation's independent public accountants for its
fiscal year ending December 31, 1998. The Corporation has been advised by J. H.
Williams that none of its members has any financial interest in the Corporation.
Ratification of J. H. Williams will require an affirmative vote of a majority of
the shares of Common Stock represented at the Annual Meeting. J. H. Williams
served as the Corporation's independent public accountants for the Corporation's
1997 fiscal year.

                  In addition to performing customary audit services, J. H.
Williams assisted the Corporation with the preparation of its federal and state
tax returns, and provided assistance in connection with regulatory matters,
charging the Corporation for such services at its customary hourly billing
rates. These non-audit services were approved by the Corporation's and the
Bank's Board of Directors, after due consideration of the effect of the
performance thereof on the independence of the accountants and after the
conclusion by the Corporation's and the Bank's Board of Directors that there was
no effect on the independence of the accountants.

                  In the event that the shareholders do not ratify the selection
of J. H. Williams as the Corporation's independent public accountants for the
1998 fiscal year, another accounting firm will be chosen to provide independent
public accountant audit services for the 1998 fiscal year. The Board of
Directors recommends that the shareholders vote FOR the ratification of the
selection of J. H. Williams as the auditors for the Corporation for the year
ending December 31, 1998.

                  It is understood that even if the selection of J. H. Williams
is ratified, the Board of Directors, in its discretion, may direct the
appointment of a new independent auditing firm at any time during the year if
the Board of Directors determines that such a change would be in the best
interests of the Corporation and its shareholders.



                                       85
<PAGE>   17
                                  ANNUAL REPORT

                  A copy of the Corporation's Annual Report for its fiscal year
ended December 31, 1997 is being mailed with this Proxy Statement. A
representative of J. H. Williams, the accounting firm which examined the
financial statements in the Annual Report, will attend the Annual Meeting. This
representative of J. H. Williams will have the opportunity to make a statement,
if he or she desires to do so, and will be available to respond to any
appropriate questions presented by shareholders at the Annual Meeting.


                              SHAREHOLDER PROPOSALS

                  Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the SEC, wishes to submit a proposal for
inclusion in the Corporation's proxy statement for its 1998 Annual Meeting of
Shareholders must deliver such proposal in writing to the Secretary of CCFNB
Bancorp, Inc. at the principal executive offices of the Corporation at 232 East
Street, Bloomsburg, Pennsylvania 17815, not later than Wednesday, December 2,
1998.


                                  OTHER MATTERS

                  The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in the Notice of
Annual Meeting of Shareholders, but if any matters are properly presented, it is
the intention of the persons named in the accompanying Proxy to vote on such
matters in accordance with their judgment.


                             ADDITIONAL INFORMATION

                  Upon written request of any shareholder, a copy of the
Corporation's report on Form 10-K for its fiscal year ended December 31, 1997,
including the financial statements and the schedules thereto, required to be
filed with the SEC, may be obtained, without charge, from Paul E. Reichart,
President CCFNB Bancorp, Inc., 232 East Street, Bloomsburg, Pennsylvania 17815;
telephone: (717) 784-4400.

                  In addition, a copy of the Annual Disclosure Statement of
Columbia County Farmers National Bank may be also obtained, without charge, from
Mr. Reichart.



                                       86