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                                                                   EXHIBIT 10.2



                               ESCROW AGREEMENT


     This Agreement ("Escrow Agreement") is made this _____ day of ___________
by and among CNB Bancorp, Inc. ("Bank"), and COMMUNITY BANKERS' BANK ("Escrow
Agent").

     Whereas, "Bank" has requested Community Bankers' Bank to serve as escrow
agent to invest escrow funds collected by "Bank" in connection with stock
subscriptions sold during the organization of "Bank".

     Whereas, Community Bankers' Bank has agreed to serve as escrow agent for
those funds.

     NOW THEREFORE, in consideration of the above recital, the mutual promises
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged the parties agree as follows:

     1.  ESCROW AGENT DUTIES AND RESPONSIBILITIES: Escrow Agent shall receive
         checks from CNB Bancorp, Inc. from time to time and send those checks
         for collection in the ordinary course of business. The proceeds of the
         check shall be invested in U.S. Government Securities (i.e., bills,
         bonds, and notes, but not repurchase agreements) ("Escrow Funds"). The
         funds shall be invested so that interest is earned and paid in
         accordance with the procedures prescribed by the underlying investment.

     2.  INTEREST EARNED: Interest earned on the Escrow Funds shall, for income
         tax reporting purposes, be reported to the Internal Revenue Service for
         the account of CNB Bancorp, Inc. The Address is for CNB Bancorp, Inc.
         is as follows: 70 E. Windsor Blvd., Suite B, Windsor, VA 23487. The
         Taxpayer Identification Number for CNB Bancorp, Inc. is # 54-2059214.

     3.  DISBURSEMENT OR DELIVERY OF DEPOSIT: The Escrow Agent shall deliver the
         Escrow Funds to "Bank" upon written notification by "Bank" and the
         Office of the Comptroller of the Currency that said funding may be
         released to "Bank". The Escrow Agent shall deliver the funds within 24
         hours of receiving said notices. If no such notices are received by
         December 31, 2002, then the Escrow Agent shall return the Escrow funds
         to "Bank" with interest thereon.

     4.  LIMITATIONS OF LIABILITY: The Escrow Agent shall not be liable for any
         loss or damage resulting from the financial status or insolvency of CNB
         Bancorp, Inc. or any subscriber of CNB Bancorp, Inc. or the default,
         error, act, or failure to act by CNB Bancorp, Inc. It is understood and
         agreed that the Escrow Agent's only duties and obligations hereunder
         are expressly set forth in this Escrow Agreement and no implied duties
         or obligations shall be read into this Escrow Agreement.

     5.  RELEASE UPON PAYMENT: Payment and/or delivery of the Escrow Funds and
         interest earned thereon in accordance with the terms, conditions and
         provisions of this Escrow Agreement shall fully and forever discharge
         and exonerate the Escrow Agent hereunder from any and all further
         liability or obligation of any nature or character, at law or in
         equity, to CNB Bancorp, Inc. or the Office of the Comptroller under
         this Escrow Agreement.
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     6.  SUBSTITUTION OR RESIGNATION OF ESCROW AGENT: CNB Bancorp, Inc. may
         appoint a substitute escrow agent hereunder in place of Escrow Agent by
         giving the Escrow Agent fifteen (15) days prior written notice of such
         substitution. Escrow Agent may resign upon thirty (30) days written
         notice to CNB Bancorp, Inc. If CNB Bancorp, Inc. does not appoint a
         substitute escrow agent within such thirty (30) day period, Escrow
         Agent may petition a court to name a successor.

     7.  NOTICE: Any notice shall be in writing and deemed duly given when
         delivered in person (with receipt) or sent by overnight courier, or by
         certified mail (postage prepaid, return receipt requested) to the
         parties as follows:

             as to CNB Bancorp, Inc.:
                                       CNB Bancorp, Inc.
                                       70 E. Windsor Blvd., Suite B
                                       Windsor, VA  23487
                                       Attn. Douglas A. Chesson, President & CEO

             as to Community Bankers' Bank:

                                       Community Bankers' Bank
                                       557 Southlake Boulevard
                                       P.O. Box 35626
                                       Richmond, VA  23235
                                       Attn. Eileen B. Bass, Investment Officer

     8.  MISCELLANEOUS: This Escrow Agreement shall inure to the benefit of and
         shall be binding upon the parties hereto in their respective heirs,
         personal representatives, successors, and assigns. This Escrow
         Agreement shall be construed, enforced and interpreted under the law of
         the Commonwealth of Virginia without regard to principles of conflict
         of laws. Time shall be of the essence for all purposes in construing
         and applying the provisions of this Escrow Agreement. This Escrow
         Agreement may be executed in counterparts, each of which shall be
         deemed an original, but all of which shall constitute one and the same
         instrument. This Escrow Agreement may not be modified or amended in any
         way except by writing signed by CNB Bancorp, Inc. and Community
         Bankers' Bank.

     IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to
     be duly executed as of the date set forth above.

     CNB Bancorp, Inc.       Community Bankers' Bank

     By:  ______________________      By:  ________________________

     Title :  ____________________    Title:  _______________________

     Date:   ____________________     Date:  _______________________