UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549
                                  Form 10-K

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

For the fiscal year ended December 31, 2002    Commission File Number 0-17501

                              CNB BANCORP, INC.

           NEW YORK                                           14-1709485
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                           Identification No.)

     10-24 NORTH MAIN STREET, P.O. BOX 873, GLOVERSVILLE, NEW YORK 12078
                   (Address of principal executive offices)

      Registrant's telephone number, including area code: (518) 773-7911

        Securities registered pursuant to Section 12 (b) of the Act:

     Title of each class                 Name of exchange on which registered
            NONE                                         NONE

         Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, $2.50 Par Value
                               (Title of Class)

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


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 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 [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. [x]

     Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [ ] No [x]

     As of March 25, 2003, 2,221,761 shares of Common Stock were outstanding.
As of June 28, 2002 (the last business day of the registrant's most recently
completed second fiscal quarter) the aggregate market value of the Common
Stock held by nonaffiliates of the registrant was approximately $ 61,700,000.

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

                     DOCUMENTS INCORPORATED BY REFERENCE

(1)   Portions of the Registrant's Annual Report to stockholders for the
      fiscal year ended December 31, 2002 are incorporated into Part II; Item
      5, Item 6, Item 7, Item 7a and Item 8.

(2)   Portions of the Registrant's Proxy Statement for its Annual Meeting of
      stockholders to be held on April 15, 2003 are incorporated into Part
      III; Item 11, Item 12 and Item 13.

<PAGE>

PART 1

ITEM 1. Business

On January 3, 1989, the corporate structure of City National Bank and
Trust Company (the Bank) was revised by the establishment of a one-bank
holding company, CNB Bancorp, Inc. (the Company). Stockholders of the Bank
retained their outstanding shares which automatically became shares of the
Company. The Company, in turn, acquired all of the outstanding shares of the
Bank.

Prior to the merger, the Bank was independently owned and operated and
organized in 1887. The Bank is headquartered in Gloversville, New York, with
five branches located in the county of Fulton and one branch located in the
county of Saratoga.

The Bank is engaged in a general banking business with a range of
banking and fiduciary services including checking, negotiable orders of
withdrawal, savings and certificates of deposit; the Bank offers a wide range
of loan products including commercial, real estate, and installment type
lending. Overdraft banking lines of credit are also provided.

On June 7, 2000, CNB Bancorp, Inc. received approval from the Federal
Reserve Bank of New York to change from a bank holding company to a financial
holding company. See Supervision and Regulation section below.

On July 1, 2000, the Company acquired Hathaway Agency, Inc. (Hathaway or
the Insurance Agency), a local insurance agency. At the date of the
acquisition, Hathaway had approximately $1,300,000 in assets, $300,000 in
liabilities and $1,000,000 in shareholders' equity. Pursuant to the merger
agreement, Hathaway became a wholly owned subsidiary of CNB Bancorp, Inc.

Upon consummation of the acquisition, each preferred share of Hathaway
was exchanged for $100 in cash which totaled approximately $700,000 and each
common share of Hathaway was exchanged for $2,432 in cash which totaled
approximately $600,000. In addition, under a non-compete agreement each
preferred and common shareholder of Hathaway will receive payments over a
period of five years totaling, in the aggregate, approximately $300,000. The
acquisition was accounted for using purchase accounting in accordance with
APB Opinion No. 16, "Business Combinations" (APB No. 16). Under purchase
accounting, the purchase price is allocated to the respective assets acquired
and liabilities assumed based on their estimated fair values. The acquisition
of Hathaway resulted in approximately $300,000 in excess of cost over net
assets acquired ("goodwill"). Covenant not to compete payments are being
expensed as paid over the five year period of the covenant.

On June 1, 1999, the Company acquired Adirondack Financial Services
Bancorp, Inc. (Adirondack) and its wholly owned subsidiary, Gloversville
Federal Savings and Loan Association. At the date of the merger, Adirondack
had approximately $68.5 million in assets, $56.4 million in deposits and $9.5
million in shareholders' equity. Pursuant to the merger agreement, Adirondack
was merged into CNB Bancorp, Inc. and Gloversville Federal Savings and Loan
Association was merged into City National Bank and Trust Company. The
combined bank now operates as one institution under the name of City National
Bank and Trust Company.

Upon consummation of the merger, each share of Adirondack received
$21.92 in cash which totaled approximately $14.6 million. In addition, under
the merger agreement, the Company agreed to issue 35,614 stock options to
purchase CNB Bancorp, Inc. stock at an exercise price of $15.22 per share.
The estimated fair value of these options as of the acquisition date was
$11.04 per share. The issuance of these options was included in the
computation of goodwill, with the offsetting increase to surplus.

The acquisition was accounted for using purchase accounting in
accordance with APB Opinion No. 16. The acquisition of Adirondack resulted in
approximately $4.8 million in excess of cost over net assets acquired
("goodwill"). The results of operations of Adirondack have been included in
the Company's consolidated statements of income for periods subsequent to the
date of acquisition.

Competition

Competition for banking business is experienced from regional based
commercial bank holding companies, as well as from savings banks, and credit
unions. The competition is reflected in both lending efforts and deposit
solicitations.

The Bank has a relatively stable deposit base and no material amount of
deposits is obtained from a single depositor or group of depositors. The Bank
has not experienced any significant seasonal fluctuations in the amount of
its deposits.

Competition for insurance services is experienced from other locally
based agencies and national insurance companies with representatives in our
service area.

The Insurance Agency has a good mix of commercial and individual
accounts and has had a relatively stable base of customers for many years in
the Fulton County area.

Employees

The Bank employs approximately 92 persons on a full time basis. There
are also 4 part time employees. The Insurance Agency employs approximately 6
persons on a full time basis. There are also 2 part time employees. The Bank
and the Insurance Agency provide a variety of employment benefits for their
employees and considers their relationship with their employees to be good.

Supervision and Regulation

The operations of the Bank are subject to federal and state statutes
applicable to banks chartered under the banking laws of the United States, to
members of the Federal Reserve System, and to banks whose deposits are
insured by the Federal Deposit Insurance Corporation (the "FDIC"). Bank
operations are also subject to regulations of the Office of the Comptroller
of the Currency (OCC), the Federal Reserve Board and the FDIC.

The primary supervisory authority of the Bank is the OCC which regularly
examines the Bank and has authority to prevent a national bank from engaging
in unsafe or unsound practice in conducting its business.

The primary supervisory authority of the Insurance Agency is the New
York State Insurance Department.

                                     - 1-

<PAGE>

Federal and state banking laws and regulations govern, among other
things, the scope of a bank's business, the investments a bank may make, the
reserves against deposits a bank must maintain, the loans a bank makes and
collateral it takes, the activities of a bank with respect to mergers and
consolidations, and the establishment of branches. Branches may be
established only after approval by the OCC. The OCC is required to grant
approval only if it finds that there is a need for the banking services or
facilities contemplated by the proposed branch and may disapprove the
application if the bank does not have the capital and surplus deemed
necessary by the OCC, or if the application relates to the establishment of a
branch in a county contiguous to the county in which the applicant's
principal place of business is located and another banking institution that
has its principal place of business in the county in which the proposed
branch would be located has, in good faith, notified the OCC of its intention
to establish a branch in the same municipal location in which the proposed
branch would be located.

A subsidiary bank (which the Bank is) of a financial holding company is
subject to certain restrictions imposed by the Federal Reserve Act on any
extensions of credit to the financial holding company or its subsidiaries, on
investments in the stock or other securities of the financial holding company
or its subsidiaries and on taking such securities as collateral for loans.
The Federal Reserve Act and Federal Reserve Board regulations also place
certain limitations and reporting requirements on extensions of credit by a
bank to principal shareholders of its parent holding company, among others,
and to related interest of such principal shareholders. In addition, such
legislation and regulations may affect the terms upon which any person
becoming a principal shareholder of a holding company may obtain credit from
banks with which the subsidiary bank maintains a correspondent relationship.

Federal law also prohibits acquisitions of control of a bank holding
company without prior notice to certain federal bank regulators. Control is
defined for this purpose as the power, directly or indirectly, to direct the
management or policies of the bank or financial holding company or to vote
25% or more of any class of voting securities of the financial holding
company.

From time to time, various types of federal and state legislation have
been proposed that could result in additional regulation of, and restrictions
on, the business of the Bank. It cannot be predicted whether any such
legislation will be adopted or how such legislation would affect the business
of the Bank. As a consequence of the extensive regulation of commercial
banking activities in the United States, the Bank's business is particularly
susceptible to being affected by federal legislation and regulations that may
increase the costs of doing business.

Under the Federal Deposit Insurance Act, the OCC possesses the power to
prohibit institutions regulated by it (such as the Bank) from engaging in any
activity that would be an unsafe and unsound banking practice or would
otherwise be in violation of law. Moreover, the Financial Institutions and
Interest Rate Control Act of 1978 ("FIRA") generally expands the
circumstances under which officers or directors of a bank may be removed by
the institution's federal supervisory agency, restricts lending by a bank to
its executive officers, directors, principal shareholders, or related
interest thereof, restricts management personnel of a bank from serving as
directors or in other management positions with certain depository
institutions whose assets exceed a specified amount or which have an office
within a specified geographic area, and restricts management personnel from
borrowing from another institution that has a correspondent relationship with
their bank. Additionally, FIRA requires that no person may acquire control of
a bank unless the appropriate federal supervisory agency has been given 60
days prior written notice and within that time has not disapproved the
acquisition or extended the period for disapproval.

Under the Community Reinvestment Act of 1977, the OCC is required to
assess the record of all financial institutions regulated by it to determine
if these institutions are meeting the credit needs of the community
(including low and moderate neighborhoods) which they serve and to take this
record into account in its evaluation of any applications made by any such
institutions for, among other things, approval of a branch or other deposit
facility, office relocation, a merger, or an acquisition of bank shares.

On December 19, 1991, the Federal Deposit Insurance Corporation
Improvement Act ("FDIC Act") was signed into law. The FDIC Act makes a number
of far-reaching changes in the regulatory environment for insured banks. The
FDIC Act provides for an increase in the borrowing authority of the Bank
Insurance Fund ("BIF") to $30 billion from $5 billion, to be used to cover
losses in failed banks. The banking industry will repay BIF debt through
deposit insurance assessments. Statutory caps on deposit insurance
assessments were removed under the FDIC Act, therefore the FDIC may levy
deposit insurance assessments at any level in its sole discretion. Under the
FDIC Act, accepting brokered deposits is limited to institutions that have
capital in excess of regulatory minimums. The FDIC Act requires banks and
thrifts to devote greater time and resources to compliance and internal
controls. The FDIC Act details provisions and requires prompt regulatory
action by regulators in dealing with undercapitalized and poorly performing
institutions. The FDIC Act also contains expanded disclosure of consumer
provisions and sets limits on state bank powers.

The Gramm-Leach-Bliley Act of 1999 (the "GLBA") was enacted on November
12, 1999, providing for a range of new activities for qualifying financial
institutions. The GLBA repeals significant provisions of the Glass Steagall
Act to permit commercial banks, among other things, to have affiliates that
underwrite and deal in securities and make merchant banking investments
provided certain conditions are met. The GLBA modifies the BHCA to permit
bank holding companies that meet certain specified standards (known as
"financial holding companies") to engage in a broader range of financial
activities than previously permitted under the BHCA, and allows subsidiaries
of commercial banks which meet certain specified standards (known as
"financial subsidiaries") to engage in a wide range of financial activities
that are prohibited to such banks themselves under certain circumstances. On
June 7, 2000, CNB Bancorp, Inc. received approval from the Federal Reserve
Bank of New York to change from a bank holding company to a financial holding
company.

Deposit Insurance Premiums

To the extent allowable by law, the deposits of the subsidiary Bank are
insured by the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance
Corporation ("FDIC"). During 1995, BIF reached its statutory target of 1.25%
of total insured deposits and the BIF assessment rates were reduced from
0.23% to 0.04% for the highest rated banks. For 1996, the highest rated banks
were not assessed on the level of their deposits but rather paid a minimum
fee of $2,000 to BIF. From 1997 through 2002, BIF-assessable deposits were
subject to an assessment schedule providing for an assessment range of 0% to
0.27%, with banks in the lowest risk category paying no assessments. The
subsidiary Bank was in the lowest risk category and paid no FDIC insurance
assessments from 1997 through 2002. BIF assessment rates are subject to
semi-annual adjustment by the FDIC Board of Directors. The FDIC Board of
Directors has retained the 1997 through 2002 BIF assessment schedule through
June 30, 2003.

In 1996, Congress enacted the Deposit Insurance Funds Act which
establishes a schedule to merge BIF with the Savings Association Insurance
Fund ("SAIF"). The act also provides for funding Financing Corp ("FICO")
bonds, to provide funding for the Federal Savings and Loan Insurance
Corporation prior to 1991. BIF-assessable deposits are subject to assessment
for payment on the FICO bond obligation at one-fifth the rate of
SAIF-assessable deposits through year-end 1999, or until the insurance funds
are merged, whichever occurs first. The FICO assessment is adjusted quarterly
based on call report submissions to reflect changes in the assessment bases
of the respective funds. During 2002, BIF insured banks paid a rate of
0.0177% for

                                     - 2-

<PAGE>

purposes of funding FICO bond obligations, resulting in an assessment of
$49,678 for the subsidiary Bank. The assessment rate for BIF member
institutions has been set at 0.0168% on an annualized basis for the first
half of 2003.

Monetary Policy

The earnings of the Bank are affected by the policies of other
regulatory authorities including the Federal Reserve Board and the FDIC. An
important function of the Federal Reserve System is to regulate the money
supply and prevailing interest rates. Among the instruments used to implement
those objectives are open market operations in United States government
securities and changes in reserve requirements against member bank deposits.
These instruments are used in varying combinations to influence overall
growth and distribution of bank loans, investments and deposits, and their
use may also affect interest rates charged on loans or paid for deposits.

The Bank is a member of the Federal Reserve System and, therefore, the
policies and regulations of the Federal Reserve Board have had and will
probably continue to have a significant effect on the Bank's reserve
requirements, deposits, loans, and investment growth, as well as the rate of
interest earned and paid thereon, and are expected to affect the Bank's
operation in the future. The effect of such policies and regulations upon the
future business and earnings of the Bank cannot be predicted.

General

In addition to historical information, this Report includes certain
forward-looking statements with respect to the financial condition, results
of operations and business of the Company and its subsidiary Bank based on
current management expectations. The Company's ability to predict results or
the effect of future plans and strategies is inherently uncertain and actual
results, performance or achievements could differ materially from those
management expectations. Factors that could cause future results to vary from
current management expectations include, but are not limited to, general
economic conditions, legislative and regulatory changes, monetary and fiscal
policies of the federal government, changes in tax policies, rates and
regulations of federal, state, and local tax authorities, changes in interest
rates, deposit flows, the cost of funds, demand for loan products, demand for
financial services, competition, changes in the quality or composition of the
subsidiary Bank's loan and securities portfolios, changes in accounting
principles, polices or guidelines, and other economic, competitive,
governmental, and technological factors affecting the Company's operations,
markets, products, services and prices.



          STATISTICAL DISCLOSURE REQUIRED BY BANK HOLDING COMPANIES

The following are exhibits included herewith:

Exhibit No.     Exhibit

  I. A.B.       Distribution of Assets, Liabilities and Stockholders'
                Equity; Interest Rates and Interest Differential

  I. C.         Rate Volume Analysis and Interest Rate Sensitivity Analysis

 II. A.B.       Securities Portfolio

III. A.B.C.     Loan Portfolio

 IV.            Summary of Loan Loss Experience

  V. A.B.C.D.   Deposits

 VI.            Return on Equity and Assets

                                     - 3-

<PAGE>

<TABLE>

I. A.B. Distribution of Assets, Liabilities, and Stockholders' Equity; Interest Rates and Interest Differential

<CAPTION>

                                                  2002                            2001                            2000

                                                  Interest                        Interest                        Interest
(in thousands)                        Average     Earned/             Average     Earned/             Average     Earned/
                                      Balance     Paid<F2>   Rate     Balance     Paid<F2>   Rate     Balance     Paid<F2>   Rate

<S>                                   <C>         <C>        <C>      <C>         <C>        <C>      <C>         <C>        <C>
ASSETS
Interest Earning  Assets:
Securities<F1>:
  U.S. Treasury & Government
    Agencies                           $92,650     $4,799    5.18%     $85,714     $5,483    6.40%     $87,302     $5,685    6.51%
  State & Political
    Subdivisions                        31,190      2,391    7.67       28,603      2,251    7.87       26,955      2,217    8.22
  Other                                 15,163        753    4.97       15,590      1,021    6.55       11,412        869    7.61

    Total Securities                   139,003      7,943    5.71      129,907      8,755    6.74      125,669      8,771    6.98

Interest Bearing Balances With
  Other Financial Institutions          10,468        148    1.41        3,022         74    2.45        1,128         64    5.67

Federal Funds Sold                      12,628        210    1.66        7,265        252    3.47        5,595        349    6.24

Loans:
  Loans, Less
    Unearned Income <F3>               191,646     14,646    7.64      193,121     15,785    8.17      181,186     15,367    8.48

    Total Interest-Earning Assets      353,745    $22,947    6.49%     333,315    $24,866    7.46%     313,578    $24,551    7.84%

Cash and Due From Banks                  9,543                           7,932                           7,678
Allowance for Loan Losses               (2,827)                         (2,589)                         (2,742)
Other Assets <F4>                       17,708                          15,989                          13,114

    Total Assets                      $378,169                        $354,647                        $331,628

LIABILITIES AND
  STOCKHOLDERS' EQUITY
Interest bearing Liabilities:
Deposits:
  Savings:
    Regular Savings                    $67,736     $1,154    1.70%     $51,748     $1,193    2.31%     $47,653     $1,244    2.61%
    NOW                                 31,316        164    0.52       29,632        290    0.98       28,740        361    1.26
    Money Market Accounts               42,116        784    1.86       32,036      1,002    3.13       31,564      1,178    3.73
  Certificates of Deposit
    $100,000 or More                    32,484        925    2.85       50,479      2,292    4.54       55,039      3,318    6.03
  Other Time Interest-Bearing           89,232      3,375    3.78       86,149      4,619    5.36       82,393      4,428    5.37

    Total Int.-Bearing Deposits        262,884      6,402    2.44      250,044      9,396    3.76      245,389     10,529    4.29

  Other Short-Term Borrowings
    & Repurchase Agreements             12,459        606    4.86       11,065        588    5.31        7,538        435    5.77
  Notes Payable - FHLB                  36,467      1,292    3.54       30,291      1,424    4.70       18,227      1,127    6.18

    Total Interest-Bearing
      Liabilities                      311,810     $8,300    2.66%     291,400    $11,408    3.91%     271,154    $12,091    4.45%


Demand Deposits                         28,565                          26,756                          26,972

Other Liabilities                        1,690                           1,959                           1,485

    Total Liabilities                  342,065                         320,115                         299,611

Stockholders' Equity                    36,104                          34,532                          32,017

    Total Liabilities and
      Stockholders' Equity            $378,169                        $354,647                        $331,628

<FN>

<F1> Includes available for sale securities, investment securities, Federal
     Home Loan Bank stock and Federal Reserve Bank stock at amortized cost.

<F2> Portions of income earned on U.S. Government obligations and obligations
     of states and political subdivisions are exempt from federal and/or
     state taxation. Appropriate adjustments have been made to reflect the
     equivalent amount of taxable income that would have been necessary to
     generate an equal amount of after tax income. The taxable equivalent
     adjustment is based on a marginal Federal income tax rate of 34% for all
     periods presented, and a marginal state income tax rate of 8.00% for
     2002, 8.50% for 2001 and 9.00% for 2000 (less Federal tax effect) for
     all periods presented.

<F3> For the purposes of this analysis, non-accruing loans have been included
     in average balances; in accordance with Company policy on non-accruing
     assets, income on such assets is not recorded unless received.

<F4> Other assets include all assets except those specifically identified
     above including the valuation adjustment related to the securities
     available for sale.

</FN>

</TABLE>

                                     - 4-

<PAGE>

I. A.B. The following table represents the average yield on all
interest-earning assets, the average effective rate paid on all
interest-bearing liabilities; and the net yield on interest-earning assets
for CNB Bancorp, Inc.

(Cont'd)

                                             2002        2001        2000

Average yield on interest-
  earning assets*                            6.49%       7.46%       7.84%

Average effective rate paid
  on interest-bearing liabilities            2.66%       3.91%       4.45%

Spread between interest-earning
  assets and interest-bearing
  liabilities*                               3.83%       3.55%       3.39%

Net interest income* (in thousands)       $14,647     $13,458     $12,460

Net interest margin*                         4.14%       4.04%       3.98%

*On a fully taxable equivalent basis.


1. C. Rate Volume Analysis

The following tables set forth, for the periods indicated, a summary of
changes in interest earned and interest paid resulting from changes in volume
and changes in rates (in thousands):

<TABLE>

<CAPTION>

                                                  2002 Compared to 2001                       2001 Compared to 2000
                                              Increase (decrease) due to:<F1>             Increase (decrease) due to:<F1>

                                            Volume         Rate          Total          Volume          Rate         Total

<S>                                         <C>          <C>            <C>             <C>           <C>           <C>
Interest Earned on:
  Loans                                     ($121)       ($1,018)       ($1,139)         $940          ($522)         $418
  Taxable Securities                          416         (1,368)          (952)          (25)           (25)          (50)
  Non-Taxable Securities<F2>                  204            (64)           140           112            (78)           34
  Federal Funds Sold                          186           (228)           (42)          198           (295)          (97)
  Interest-Bearing Balances
    with Banks                                182           (108)            74            15             (5)           10

    Total                                     867         (2,786)        (1,919)        1,240           (925)          315

Interest Paid on:
  Deposits                                    482         (3,476)        (2,994)          204         (1,337)       (1,133)
  Short-Term Borrowings & Repos                74            (56)            18           184            (31)          153
  Notes Payable - FHLB                        290           (422)          (132)          466           (169)          297

    Total                                     846         (3,954)        (3,108)          854         (1,537)         (683)

Net Interest Differential<F2>                 $21         $1,168         $1,189          $386           $612          $998


Notes to Rate Volume Analysis

<FN>

<F1> The changes in interest due to both rate and volume have been allocated
     to changes due to volume and changes due to rate in proportion to the
     relationship of the absolute dollar amounts of the changes in each.

<F2> A "tax equivalent adjustment" has been included in the calculations to
     reflect this income as if it had been fully taxable. The "tax equivalent
     adjustment" is based upon the federal and state marginal income tax
     rates.

</FN>

</TABLE>

                                     - 5-

<PAGE>


<TABLE>

1. C. Interest Rate Sensitivity Analysis

<CAPTION>

                                                                Maturity/Repricing Period at December 31, 2002

                                                                After 3 Mo.       After One
                                                 Within         But Within        But Within          After
(in thousands)                                  3 Months         1 Year           Five Years        Five Years          Total

<S>                                             <C>              <C>               <C>               <C>               <C>
Rate sensitive assets (RSA):
  Securities<F1>                                 $32,044         $38,108            $51,849           $31,536          $153,537
  Loans, net of unearned discount                 42,450          19,714             60,852            63,248           186,264
  Cash & Cash Equivalents                         23,408               0                  0                 0            23,408

Total rate sensitive assets                      $97,902         $57,822           $112,701           $94,784          $363,209

Rate sensitive liabilities (RSL):
  Savings, NOW & MMDA accounts                   $63,826              $0                 $0           $88,643          $152,469
  Time deposits                                   22,565          44,731             53,024                 0           120,320
  Borrowings                                      22,966           1,287             10,413            18,023            52,689

Total rate sensitive liabilities                $109,357         $46,018            $63,437          $106,666          $325,478

<FN>

<F1> Includes securities available for sale and investment securities at
     amortized cost and FHLB and FRB stock at cost.

</FN>

</TABLE>


<TABLE>

<CAPTION>

<S>                                                        <C>                 <C>                 <C>               <C>
GAP (RSA - RSL)                                            ($11,455)           $11,804             $49,264           ($11,882)
CUMULATIVE GAP (RSA - RSL)                                  (11,455)               349              49,613             37,731

RSA divided by RSL                                             89.5%             125.7%              177.7%              88.9%
RSA divided by RSL - Cumulative                                89.5              100.2               122.7              111.6

GAP divided by equity                                         (31.1)              32.0               133.6              (32.2)
GAP divided by equity - Cumulative                            (31.1)               0.9               134.5              102.3

RSA divided by total assets                                    25.0               14.8                28.8               24.2
RSA divided by total assets - Cumulative                       25.0               39.7                68.5               92.7

RSL divided by total assets                                    27.9               11.7                16.2               27.2
RSL divided by total assets - Cumulative                       27.9               39.7                55.8               83.1

GAP divided by total assets                                    (2.9)               3.0                12.6               (3.0)
GAP divided by total assets - Cumulative                       (2.9)               0.1                12.7                9.6

</TABLE>

CNB Bancorp, Inc., through its subsidiary Bank, actively manages its
interest rate sensitivity position through the use of new products and
repricing techniques. The objectives of interest rate risk management are to
control exposure of net interest income to risks associated with interest
rate movements and to achieve consistent growth in net interest income. The
measurement of the interest rate sensitivity position at any specific point
in time involves many assumptions and estimates. Nonetheless, the
accompanying interest sensitivity analysis, broken into future repricing time
frames, helps to illustrate the potential impact of future changes in
interest rates on net interest income. The table above shows the interest
rate sensitivity gap position. The table presents data at a single point in
time. The under one year cumulative gap was 0.1% of assets at December 31,
2002. Interest sensitivity, however, is only one measure of the extent to
which changes in interest rates might affect net interest income; the mix
within the interest earning asset and interest bearing liability portfolios
is continually changing as well. To date, the Company has not used financial
futures or interest rate swaps in the management of interest rate risk. The
Asset Liability Management Committee, using policies and procedures set by
the Board of Directors and senior management, is responsible for managing the
Company's rate sensitivity position.

In evaluating the Company's exposure to interest rate risk, certain
factors inherent in the method of analysis presented in the table above must
be considered. For example, although certain assets and liabilities may have
similar maturities or periods to repricing, they may react in different
degrees to changes in market rates. Further, certain assets, such as
adjustable rate mortgages, have features which restrict changes in interest
rates on a short-term basis and over the life of the asset. The Company
considers the anticipated effects of these various factors in implementing
its interest rate risk management objectives. It should also be noted that
the interest rate sensitivity level shown in the table above could be changed
by external factors such as loan prepayments or by factors controllable by
CNB Bancorp, Inc. such as sales of securities available for sale.

The Company has identified a portion of its savings deposits as being
rate sensitive based on prior years' historical experience, due mainly to the
shift in dollar volume from certificates of deposit to savings accounts over
and above the historical level of core deposits. In addition, the Asset
Liability Management Committee reviews, on a quarterly basis, the potential
impact to the Company's net interest income based on an immediate and
sustained shift in interest rates of +/- 200 bp. At December 31, 2002 the net
annualized interest income exposure, based on a -200bp rate change was an
decrease of approximately $407,000.

Another function of asset/liability management is to assure adequate
liquidity by maintaining an appropriate balance between interest sensitive
assets and interest sensitive liabilities. Liquidity management involves the
ability to meet the cash flow requirements of the Company's loan and deposit
customers. Interest sensitivity is related to liquidity because each is
affected by maturing assets and liabilities. Interest sensitivity analysis,
however, also considers that certain assets and liabilities may be subject to
rate adjustments prior to maturity. It is the Company's policy to manage its
affairs so that liquidity needs are fully satisfied through normal bank
operations. To maintain short-term liquidity, the Company strives to be a net
seller of Federal Funds, to keep a significant amount of the available for
sale portfolio in investments that are less than 18 months to maturity, and
to maintain lines of credit with correspondent banks. Long-term liquidity
involves the laddering of the investment portfolio to provide stable cash
flow, and the matching of fixed rate mortgage loans with identified core
deposits.

                                     - 6-

<PAGE>

II. Securities Portfolio

A. The carrying amounts of the Company's securities as of December 31 are
summarized below:

(in thousands)

<TABLE>

<CAPTION>

                                                                    2002             2001             2000

<S>                                                               <C>              <C>              <C>
Securities Available for Sale:
   Debt Securities:
   U.S. Treasury and other U.S. Government Agencies               $108,895           $86,855         $80,566
   State and Political Subdivisions                                 25,689            23,035          16,516
   Corporate securities                                              8,276             9,184           9,606

      Total Debt Securities Available for Sale                     142,860           119,074         106,688
   Equity Securities:
   Corporate securities                                              1,359             1,175             157

      Total Equity Securities Available for Sale                     1,359             1,175             157

         Total Securities Available for Sale                      $144,219          $120,249        $106,845

Investment Securities:
   Obligations of U.S. Government Agencies                             $15               $42          $1,693
   State and Political Subdivisions                                  7,554             7,913          11,960
   Corporate securities                                              2,000             2,000           2,000

      Total                                                         $9,569            $9,955         $15,653

Investments Required By Law:
   Federal Reserve Bank stock                                         $692              $692            $692
   Federal Home Loan Bank stock                                      2,469             2,161           1,577

      Total                                                         $3,161            $2,853          $2,269

</TABLE>


B. Maturity Distribution of the Company's securities as of December 31, 2002:

(in thousands)

<TABLE>

<CAPTION>

                                                                           Maturing

                                    Within                 After One But              After Five But                After
                                   One Year              Within Five Years           Within Ten Years             Ten Years

                              Amount     Yield<F1>      Amount      Yield<F1>      Amount      Yield<F1>     Amount      Yield<F1>

<S>                           <C>          <C>          <C>           <C>          <C>           <C>         <C>           <C>
Debt Securities
Available for Sale
U.S. Treasury and other
  U.S. Gov't Agencies         $1,049       4.22%        $22,107       3.85%        $19,933       4.43%       $65,806       5.24%

State and Political
  Subdivisions                   638       9.20           1,662       7.08          11,686       7.58         11,703       7.51

Corporate securities           1,004       5.96               0       0.00           1,066       7.98          6,206       4.02

    Total<F2>                 $2,691       6.04%        $23,769       4.10%        $32,685       5.62%       $83,715       5.45%


<FN>

<F1> A "tax equivalent adjustment" has been included in the calculation of
     the yields to reflect this income as if it had been fully taxable. The
     "tax equivalent adjustment" is based on federal and state marginal (other
     than U.S. Government and U.S. Government Agencies) income tax rates. The
     yield on securities available for sale is calculated based upon the
     amortized cost of the securities.

<F2> There are no securities of individual issuers that represent greater
     than 10% of stockholders' equity at December 31, 2002.

</FN>

</TABLE>


<TABLE>

<CAPTION>

                                                                           Maturing

                                    Within                 After One But              After Five But                After
                                   One Year              Within Five Years           Within Ten Years             Ten Years

                              Amount     Yield<F1>       Amount     Yield<F1>       Amount     Yield<F1>      Amount     Yield<F1>

<S>                           <C>          <C>           <C>          <C>           <C>          <C>          <C>          <C>
Investment Securities
U.S. Government Agencies         $15       7.50%             $0       0.00%             $0       0.00%            $0       0.00%

State and Political
  Subdivisions                 1,770       5.79           2,821       8.46           2,314       8.01            649       7.63

Corporate securities               0       0.00               0       0.00               0       0.00          2,000       6.82

    Total<F2>                 $1,785       5.80%         $2,821       8.46%         $2,314       8.01%        $2,649       7.01%

<FN>

<F1> A "tax equivalent adjustment" has been included in the calculation of
     the yields to reflect this income as if it had been fully taxable. The
     "tax equivalent adjustment" is based on federal and state marginal (other
     than U.S. Government and U.S. Government Agencies) income tax rates. The
     yield on securities available for sale is calculated based upon the
     amortized cost of the securities.

<F2> There are no securities of individual issuers that represent greater
     than 10% of stockholders' equity at December 31, 2002.

</FN>

</TABLE>


Investments Required By Law

Federal Reserve Bank Stock and Federal Home Loan Bank Stock are nonmarketable
equity securities carried at cost with no stated maturity date. The weighted
average dividend on these stocks as of December 31, 2002 was 5.70%.

                                     - 7-

<PAGE>

<TABLE>

III. Loan Portfolio

<CAPTION>

A. Types of Loans<F1>
                                    2002                 2001                 2000                 1999                 1998

<S>                          <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
December 31 (in thousands)    Balance   %<F2>      Balance   %<F2>      Balance   %<F2>      Balance   %<F2>      Balance   %<F2>

Residential Real
  Estate Loans<F2>            $80,616    40.1%     $85,977    40.6%     $88,517    44.0%     $90,780    49.4%     $46,423    35.1%
Commercial
  and Commercial
  Real Estate                  51,313    25.5       48,979    23.1       44,790    22.3       37,868    20.6       35,877    27.2
Consumer Loans                 69,088    34.4       76,727    36.3       67,756    33.7       55,137    30.0       49,727    37.7

    Total                     201,017   100.0%     211,683   100.0%     201,063   100.0%     183,785   100.0%     132,027   100.0%

Less: Allowance for
        loan losses             3,083                2,506                2,750                2,697                1,580
      Unearned Income          14,753               16,734               14,473               11,372               10,190

    Total                    $183,181             $192,443             $183,840             $169,716             $120,257

<FN>

<F1> At December 31, 1998 through December 31, 2002, the subsidiary Bank did
     not have any construction loans in the loan portfolio.

<F2> % represents the percentage of loans in the category to total loans.

</FN>

</TABLE>


B. Maturities and Sensitivity of Loans to Changes in Interest Rates

Shown below are the amounts of loans outstanding (excluding certain mortgages
and consumer loans) as of December 31, 2002, which, based on remaining
scheduled repayments or repricing of principal, are due in the periods
indicated and the relative sensitivity of such loans to changes in interest
rates:

                                        After One
                          One Year      But Within       After
(in thousands)          or Less(a)(b)   Five Years     Five Years     Total

Commercial
  and Commercial
  Real Estate              $34,763        $14,517        $2,033      $51,313

(a)  Includes demand loans having no stated schedule of repayments and no
     stated maturity and overdrafts.

(b)  Includes floating rate loans of $22,595 that reprice at least quarterly.


C. Risk Elements

1. Nonaccrual, Past Due, and Restructured Loans

Non-Performing loans are composed of (1) loans on a non-accrual basis,
(2) loans which are contractually past due 90 days or more as to interest or
principal payments but have not been classified non-accrual, and (3) loans
whose terms have been restructured to provide a reduction of interest or
principal because of a deterioration in the financial position of the
borrower.

<TABLE>

<CAPTION>

(in thousands)                                              2002          2001           2000           1999         1998

<S>                                                       <C>             <C>          <C>            <C>            <C>
Loans on a non-accrual basis                              $1,620          $374           $936         $1,507         $280

Loans past due 90 days or more                                67           159            210            108          249

Restructured loans                                             0             0              0              0            0

  Total non-performing loans                              $1,687          $533         $1,146         $1,615         $529

Total non-performing loans as a percent
  of total loans - net of unearned income                    0.9%          0.3%           0.6%           0.9%         0.4%

</TABLE>

For loans on a non-accrual basis, loans past due 90 days or more and
restructured loans the difference between the interest collected and
recognized as income and the amounts which would have been accrued was not
significant for the years 1998 through 2002.

The Company's policy with regard to non-accrual loans varies by the type
of loan involved. Generally, commercial, financial, and agricultural loans
are placed on a non-accrual status when they are 90 days past due unless they
are well secured and in the process of collection. In some instances,
consumer loans are classified non-accrual when payments are past due 90 days;
but as a matter of general policy, these loans are charged off after they
become 120 days past due unless they are well secured and in the process of
collection. Mortgage loans are generally not placed on a non-accrual basis
unless it is determined that the value or marketability of real estate
securing the loans has deteriorated to the point that a potential loss of
principal or interest exists. Once a loan is on non-accrual basis, interest
is recorded only as received or until such time as the borrower demonstrates
the ability to make scheduled payments of interest and principal. Interest
previously accrued on non-accrual loans which has not been paid is reversed
and charged against income during the period in which the loan is placed on
non-accrual status. Interest on restructured loans is only recognized in
current income at the renegotiated rate and then only to the extent that such
interest is deemed collectible.

                                     - 8-

<PAGE>

III. Loan Portfolio

(cont'd)

C. Risk Elements

2. Potential Problem Loans

In addition to the total non-performing loans set forth above, loans in
the amount of $8.4 million at December 31, 2002 were classified as potential
problem loans. These are loans for which management has information which
indicates that the borrower may not be able to comply with the present
payment terms. Although there is some doubt about the ability of these
borrowers to comply with payment terms, minimal losses, if any, are
anticipated in 2003.

3. Foreign Outstandings - None

4. Loan Concentrations

Loan concentrations, as defined by the Securities and Exchange
Commission, are considered to exist when there are amounts loaned to a
multiple number of borrowers engaged in similar activities which would cause
them to be similarly impacted by economic or other conditions. CNB Bancorp,
Inc.'s business area consists of the Counties of Fulton and Saratoga and,
therefore, there are substantial concentrations of loans within this
geographic area. The subsidiary Bank strives to maintain a diverse loan
portfolio and accomplishes this through prudent underwriting standards and by
offering a wide variety of business and consumer loans. At December 31, 2002,
the only concentration of loans that existed within the Bank's portfolio,
other than the geographic concentration referred to above, were loans to the
leather and leather related industries. Loans to this customer segment were
$4.2 million, which represented 2.1% of the gross loans outstanding at
December 31, 2002. Loans totaling approximately $2.4 million to this customer
segment are currently on the subsidiary Bank's internal watch list.
Commitments to this segment were $4.3 million, which represented 17.7% of the
total commitments outstanding at December 31, 2002.

                                     - 9-

<PAGE>

IV. Summary of Loan Loss Experience

The following table summarizes year end loan balances, average loans
outstanding and changes in the allowance for loan losses due to loan losses,
recoveries and additions charged to expense.

<TABLE>

<CAPTION>

Years Ended December 31,                                    2002           2001           2000           1999           1998

(in thousands)

<S>                                                       <C>            <C>            <C>            <C>            <C>
Amount of loans outstanding at end
  of year (less unearned income)                          $186,264       $194,949       $186,590       $172,413       $121,837

Average loans outstanding during the year
  (less average unearned income)                          $191,646       $193,121       $181,186       $152,974       $121,252

Balance of allowance at beginning of year                   $2,506         $2,750         $2,697         $1,580         $1,492

Loans charged off:
  Commercial and Commercial Real Estate                        (55)          (435)           (40)           (30)           (17)
  Residential Real Estate                                        0              0              0           (105)            (8)
  Consumer                                                    (668)          (561)          (199)          (146)          (124)

    Total loans charged off                                   (723)          (996)          (239)          (281)          (149)

Recoveries of loans previously charged off:
  Commercial and Commercial Real Estate                         12             12             12              1              0
  Residential Real Estate                                       22             33             26             28              0
  Consumer                                                     101            182             35             22             17

    Total Recoveries                                           135            227             73             51             17

Net loans charged off                                         (588)          (769)          (166)          (230)          (132)

Acquisition-related allowance                                    0              0              0          1,167              0

Additions to allowance charged to operating expense          1,165            525            219            180            220

    Balance of allowance at end of year                     $3,083         $2,506         $2,750         $2,697         $1,580

Net charge-offs as percent of average
  loans outstanding during year
  (less average unearned income)                              0.31%          0.40%          0.09%          0.15%          0.11%

Net charge-offs as percent of allowance at
  beginning of year                                          23.46%         27.96%          6.15%         14.56%          8.85%

Allowance as percent of loans outstanding
  at end of year (less unearned income)                       1.66%          1.29%          1.47%          1.56%          1.30%

</TABLE>

The provision for loan losses charged to expense, as well as the amount of
the allowance for loan losses, are determined by management as a result of
its evaluation of the loan portfolio. Management considers general economic
conditions, changes in the volume of loans and changes in the nature of the
collateral and other relevant factors, including risk elements. The primary
risk element considered by management with respect to consumer and real
estate mortgage loans is lack of current payments. The primary risk elements
considered with respect to commercial, financial and agricultural loans are
the financial condition of the borrower, the sufficiency of collateral and
the record of payment. A subjective review of all non-performing loans, other
problem loans, and overall delinquency is made prior to the end of each
calendar quarter to determine current adequacy of the allowance.

During 2002, the subsidiary Bank made a provision to its allowance for loan
losses in the amount of $1,165,000. The subsidiary Bank's allowance for loan
losses at December 31, 2002 totaled $3,083,000 or 1.66% of total loans, net
of unearned income. Net charge offs for 2002 totaled $588,000. Certain other
commercial, financial, and agricultural loans known to have problems are not
expected to increase the subsidiary Bank's losses during 2003. At year-end
2002, there were $1,620,000 of loans in a non-accrual status. At December 31,
2002, $324,000 of the allowance for loan losses was allocated to the
non-accrual loans outstanding. Although management of the Company believes
that the allowance is adequate to provide for inherent risk of loss, there
can be no assurance that the Company will not sustain losses in any given
period which could be substantial.

                                     -10-

<PAGE>

V. Deposits

A. The following table presents the average amount of deposits and rates paid
by major category for the year ended December 31:

<TABLE>

<CAPTION>

                                               2002                       2001                       2000

                                       Average                    Average                    Average
(in thousands)                         Balance        Rate        Balance        Rate        Balance        Rate

<S>                                    <C>            <C>         <C>            <C>         <C>            <C>
Demand Deposits                         $28,565                    $26,756                    $26,972

Regular Savings, NOW, and
  Money Market                          141,168       1.49%        113,416       2.19%        107,957       2.58%

Certificates of Deposit and
  Other Time Deposits                   121,716       3.53%        136,628       5.06%        137,432       5.64%

    Total                              $291,449                   $276,800                   $272,361

</TABLE>


B. There were no foreign deposits in domestic offices at December 31, 2002,
2001 and 2000.

C. The following table indicates the maturities of time certificates of
deposit in amounts of $100,000 or more at December 31, 2002. (in thousands)
Maturing in:

Three months or less                         $10,913
Over three months through six months           3,026
Over six months through twelve months          6,725
Over twelve months                             8,999

D. There are no time certificates of deposit and other time deposits in the
amount of $100,000 or more issued by foreign offices.


VI. Return on Equity and Assets

The following table shows the ratio of net income to average
stockholders' equity and average total assets, and certain other ratios for
the years ended December 31:

                                                   2002       2001       2000
Percentage of net income to:
  Average total assets                             1.22%      1.14%      1.12%
  Average total stockholders' equity              12.83      11.68      11.57

Percentage of cash dividends paid
  to net income                                   34.09      37.70      39.84

Percentage of average stockholders' equity
  to average total assets                          9.55       9.74       9.65

                                     -11-

<PAGE>

ITEM 2. Properties

The Bank's main office building is owned by the Company. In addition,
the Company owns property located at 52 N. Main Street and 185 Fifth Avenue,
Gloversville, New York, 231 Bridge Street, Northville, New York, 142 North
Comrie Avenue, Johnstown, New York, 4178 State Highway 30, Amsterdam, New
York and 295 Broadway, Saratoga Springs, New York. All properties are
currently used for branch offices and are considered to be adequate in
meeting current and projected customer and subsidiary Bank needs. The
Insurance Agency leases property at 7 Church Street, Gloversville, New York,
which property is adequate for its use.

ITEM 3. Legal Proceedings

The nature of the Company'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 Company, after consultation with
counsel, there are no proceedings pending to which the Company is a party to
or which its property is subject which are material in relation to the
Company's consolidated financial condition, nor are there any proceedings
pending other than ordinary routine litigation incident to the business of
the Company. In addition, no material proceedings are pending or are known to
be threatened or contemplated against the Company by governmental authorities
or others.

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

None

Executive Officers of the Registrant

The following table sets forth selected information about the executive
officers of the Company.

<TABLE>

<CAPTION>

Name, Age                  Office and Position with the Company or the Subsidiary Bank               Officer Since

<S>                        <C>                                                                            <C>
Ronald J. Bradt, 59        Senior Vice President, Bank                                                    1974

George E. Doherty, 46      Vice President, Bank                                                           1983

Michael J. Frank, 56       Vice President and Comptroller, Bank Treasurer, Company                        1990

George A. Morgan, 60       Executive Vice President, Cashier and Trust Officer, Bank                      1974
                           Vice President & Secretary, Company

William N. Smith, 62       Chairman of the Board, President and Chief Executive Officer,                  1974
                           Bank & Company

</TABLE>

Each of the executive officers of the Company have been principally
employed as an officer of the Company or the subsidiary Bank for the past
five years.


PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholders Matters

The information set forth under the heading "Market and Dividend
Information" on page 38 of the registrant's 2002 Annual Report is
incorporated herein by reference. Over-the-counter quotations reflect
inter-dealer prices and may not necessarily represent actual transactions.
The Company increased its dividend in 2002 for the thirty-sixth consecutive
year and anticipates paying comparable dividends in the future. Information
regarding restrictions on dividend payments can be found on page 20 of the
registrant's 2002 Annual Report under "Notes to Consolidated Financial
Statements - Dividend Restrictions".

ITEM 6. Selected Financial Data

The information set forth under the heading "Five Year Financial
Summary" on page 13 of the registrant's 2002 Annual Report is incorporated
herein by reference.

ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The information set forth under the heading "Financial Review" on pages
6 through 12 of the registrant's 2002 Annual Report is incorporated herein by
reference.

Forward-Looking Statements

Certain statements in this report constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995, such as statements relating to the financial condition and
prospects, lending risks, plans for future business development and marketing
activities, capital spending and financing sources, capital structure, the
effects of regulation and competition, and the prospective business of both
the Company and its wholly-owned subsidiary, City National Bank and Trust
Company (the "Bank"). Where used in this report, the words "anticipate,"
"believe," "estimate," "expect," "intend," and similar words and expressions,
as they relate to the Company or the Bank or their respective management,
identify forward-looking statements. Such forward-looking statements reflect
the current views of the Company and are based on information currently
available to the management of the Company and the Bank and upon current
expectations, estimates, and projections about the Company and its industry,
management's belief with respect thereto, and certain assumptions made by
management. These forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties, and other factors that
could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. Potential risks and uncertainties
include, but are not limited to: (i) significant increases in competitive
pressure in the banking and financial services industries; (ii) in the
interest rate environment which could reduce anticipated or actual margins;
(iii) changes in political conditions or the legislative or regulatory
environment; (iv) general economic conditions, either nationally or
regionally (especially in Fulton and Saratoga Counties, New York), becoming
less favorable than expected resulting in, among other things, a
deterioration in credit quality of assets; (v) changes occurring in business
conditions and inflation; (vi) changes in technology; (vii) changes in
monetary and tax policies; (viii) changes in the securities markets; and (ix)
other risks and uncertainties detailed from time to time in the filings of
the Company with the Commission.

The Company does not undertake, and specifically disclaims any
obligation, to publicly revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.

                                     -12-

<PAGE>

Liquidity

Liquidity represents a banking enterprise's capacity to meet its daily
obligations, such as loan demand and the maturity or withdrawal of deposits
and other financial obligations. In addition to maintaining liquid assets,
factors such as capital position, profitability, asset quality, and
availability of funding affect a bank's ability to meet its liquidity needs.
The Company's primary sources of liquidity continue to be federal funds sold
and interest bearing time deposits. Other sources of liquidity include
repayment of loans and the federal funds market, which is a vehicle banks use
to trade surplus funds. When the Company experiences a net outflow of funds,
maturing long term investments are not reinvested until sufficient excess
funds are available. See Financial Review" section page 10 of Company's 2002
Annual Report for additional discussion on liquidity.

The Company, on average, during 2002 had $12.6 million of its assets
invested in federal funds sold.

Capital

At December 31, 2002, stockholders' equity was $36.9 million, which
represents an increase of $2.2 million, or 6.5% over 2001. This follows an
increase of $0.7 million, or 1.9% over 2000. The increases from 2001 to 2002
and 2000 to 2001 were primarily due to a combination of net retained earnings
and net unrealized gains in market value of the available for sale
securities, less net treasury stock transactions. These increases were
partially offset by the recording of a minimum pension liability adjustment,
net of tax.

The adequacy of the Company's capital is reviewed by management on an
ongoing basis in relation to the size, composition and quality of the
Company's resources and in conjunction with regulatory guidelines.

The currently required risk-based capital ratio, as established by the
Federal Reserve Board, is 8.00% as of December 31, 2002. The Company's
risk-based capital ratio was 16.2% and 16.0% at December 31, 2002 and 2001,
respectively. Dividends per share declared in 2002 were $0.70 as compared to
$0.66 in 2001 and $0.62 in 2000.

See "Financial Review" section page 10 of Company's 2002 Annual Report
for additional discussion on capital.

Recent Accounting Pronouncements

The Company adopted the provisions of Financial Accounting Standards
Board ("FASB") Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities," effective January 1, 2001. Statement No. 133, as amended
by Statement No. 137 and Statement No. 138, establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. As of
January 1, 2001 and during the year of 2001, the Company did not have any
derivative instruments or derivative instruments embedded in other contracts.
Therefore, the adoption of SFAS No. 133, as amended, did not have any effect
on the Company's consolidated financial statements.

In July 2001, the FASB issued Statement No. 141, "Business
Combinations," and Statement No. 142, "Goodwill and Other Intangible Assets."
Statement No. 141 supercedes Accounting Principles Board ("APB") No. 16,
"Business Combinations," and requires all business combinations to be
accounted for under the purchase method of accounting, thus eliminating the
pooling of interests method of accounting. The Statement did not change many
of the provisions of APB No. 16 related to the application of the purchase
method. However, the Statement does specify criteria for recognizing
intangible assets separate from goodwill and requires additional disclosures
regarding business combinations. The Statement is effective for business
combinations initiated after June 30, 2001.

Statement No. 142 requires acquired intangible assets (other than
goodwill) to be amortized over their useful economic life, while goodwill and
any acquired intangible asset with an indefinite economic life would not be
amortized, but would be reviewed for impairment on an annual basis. Statement
No. 142 also requires additional disclosures pertaining to goodwill and
intangible assets. The provisions of Statement No. 142 were required to be
adopted starting with fiscal years beginning after December 15, 2001.
Accordingly, the Company adopted the Statement on January 1, 2002. The
Company performed the first of the required impairment tests of goodwill
during the quarter ending March 31, 2002. Based on management's evaluation,
the Company determined that no transitional impairment losses were required
to be recognized as of January 1, 2002 as a cumulative effect of a change in
accounting principle.

In August 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations", which addresses financial accounting and reporting
for obligations associated with retirement of tangible long-lived assets and
the associated asset retirement costs. This statement is effective for
financial statements issued for fiscal years beginning after June 15, 2002.
Earlier application is permitted. The Company does not expect the adoption of
this pronouncement to have a material effect on its consolidated financial
statements.

In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This statement supersedes Statement No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". This
statement also supersedes the accounting and reporting provisions of
Accounting Principles Board (APB) Opinion No. 30, "Reporting the Results of
Operations - Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". This statement is effective for financial statements issued
for fiscal years beginning after December 15, 2001. The Company adopted the
provisions of Statement No. 144 effective January 1, 2002. The adoption of
this pronouncement did not have a material effect on the Company's
consolidated financial statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections". Statement No. 145 rescinds Statement No. 4,
"Reporting Gains and Losses from Extinguishment of Debt", which required
gains and losses from extinguishment of debt to be aggregated and, if
material, classified as an extraordinary item, net of related income tax
effect. Upon adoption of Statement No. 145, companies will be required to
apply the criteria in APB Opinion No. 30 in determining the classification of
gains and losses resulting from the extinguishment of debt. Additionally,
Statement No. 145 amends Statement No. 13, "Accounting for Leases", to
require that certain lease modifications that have economic effects similar
to sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. The provisions of Statement No. 145 related to
the rescission of Statement No. 4 are effective for fiscal years beginning
after May 15, 2002. All other provisions of Statement No. 145 are effective
for transactions occurring and/or financial statements issued on or after May
15, 2002. The implementation of the Statement No. 145 provisions which were
effective May 15, 2002 did not have any effect on the Company's consolidated
financial statements. The implementation of the remaining provisions is not
expected to have a material impact on the Company's consolidated financial
statements.

                                     -13-

<PAGE>

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)". This statement is effective for exit or disposal activities
initiated after December 31, 2002. The Company will review the impact of
applying this standard to any exit or disposal activities initiated after
December 31, 2002.

In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions". This statement amends Statement No. 72,
"Accounting for Certain Acquisitions of Banking or Thrift Institutions",
Statement No. 144, and FASB Interpretation No. 9. Except for transactions
between two or more mutual enterprises, this statement removes acquisitions
of financial institutions from the scope of both Statement No. 72 and FASB
Interpretation No. 9 and requires that those transactions be accounted for in
accordance with Statement No. 141 and Statement No. 142. In addition, this
statement amends Statement No. 144 to include in its scope long-term
customer-relationship intangible assets of financial institutions. The
provisions of this statement are to be applied retroactively to January 1,
2002 and are effective after September 30, 2002. The adoption of this
pronouncement did not have any effect on the Company's consolidated financial
statements.

Critical Accounting Policies

Pursuant to SEC guidance, management of public companies are encouraged
to evaluate and disclose those accounting policies that are judged to be
critical policies, or those most important to the portrayal of the Company's
financial condition and results, and that require management's most difficult
subjective or complex judgments. Management of the Company considers the
accounting policy relating to the allowance for loan losses to be a critical
accounting policy given the inherent subjectivity and uncertainty in
estimating the levels of the allowance required to cover credit losses in the
portfolio and the material effect that such judgments can have on the
consolidated financial statements. Included in Note 1 to the consolidated
financial statements contained in the Company's 2002 Annual Report is a
description of this critical policy and the other significant accounting
policies that are utilized by the Company in the preparation of the
consolidated financial statements.

ITEM 7a. Quantitative and Qualitative Disclosures About Market Risk

The information set forth under the heading "Financial Review - Market
Risk" pages 11 and 12 of the registrant's 2002 Annual Report is incorporated
herein by reference. Also, the information reported on page 6 of this report
is incorporated by reference.

ITEM 8. Financial Statements and Supplementary Data

The information set forth on pages 14 through 37 of the registrant's
2002 Annual Report is incorporated herein by reference.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None

PART III

ITEM 10. Directors and Executive Officers of the Registrant

Election of Directors

The by-laws of the Company provide that the Board of Directors shall
consist of not less than five nor more than 25 members, and that the total
number of directors may be fixed by action of the Board of Directors or the
shareholders. The by-laws further provide that the directors shall be divided
into three (3) classes as nearly equal in number as possible, known as Class
1, consisting of not more than eight (8) directors; Class 2, consisting of
not more than eight (8) directors; and Class 3, consisting of not more than
nine (9) directors. Such classes became effective after the first annual
meeting of shareholders in 1989. Each class holds office for a term of three
years, but only one class comes up for election each year. Each director
shall serve until his successor shall have been elected and shall qualify,
even though his term of office as herein provided has otherwise expired,
except in the event of his earlier resignation, removal, or disqualification.

The eleven persons listed below are currently directors of the Company.
Except as noted below, all of the directors have held the same or another
executive position with the same employer during the past five years.

<TABLE>

<CAPTION>

                                Principal Occupation                                                    Director of the
Name, Age                       for Past Five Years                                       Class         Company Since

<S>                             <C>                                                         <C>              <C>
John C. Miller, 72              President, John C. Miller, Inc.                             2                1988
                                Automobile Dealer

Frank E. Perrella, 75           President, Sira Corp.                                       2                1988
                                Consultant

Robert L. Maider, 71            Attorney-at-Law, Maider & Smith                             2                1988

William N. Smith, 62            Chairman of the Board, President                            1                1988
                                and Chief Executive Officer
                                of the Company and the Bank

George A. Morgan, 60            Vice President & Secretary                                  3                1991
                                of the Company and Executive Vice President,
                                Cashier & Trust Officer of the Bank

Brian K. Hanaburgh, 53          Owner                                                       1                1994
                                D/B/A McDonald's Restaurants
                                Fast Food Restaurants

Clark D. Subik, 48              President, Superb Leather, Inc.                             3                1995
                                Leather Merchandiser

</TABLE>


                                     -14-

<PAGE>

<TABLE>

<CAPTION>

                                Principal Occupation                                                    Director of the
Name, Age                       for Past Five Years                                       Class         Company Since

<S>                             <C>                                                         <C>              <C>
Deborah H. Rose, 52             Retired Vice President, Hathaway Agency, Inc.               3                1996
                                General Insurance

Theodore E. Hoye, III, 54       President, First Credit Corporation                         3                1998
                                Financing and Insuring of Manufactured Housing

Timothy E. Delaney, 40          President, Delaney Construction Corporation                 2                1999
                                Heavy/Highway Construction

Richard D. Ruby, 54             President, Ruby & Quiri, Inc.                               1                1999
                                Home Furnishings Retailer

</TABLE>

Management is not aware of any family relationships between
the above named directors.

Executive Officers of the Registrant

The following table sets forth selected information about the executive
officers of the Company.

<TABLE>

<CAPTION>

Name, Age               Office and Position with the Company or the Subsidiary Bank               Officer Since

<S>                     <C>                                                                            <C>
Ronald J. Bradt, 59     Senior Vice President, Bank                                                    1974

George E. Doherty, 46   Vice President, Bank                                                           1983

Michael J. Frank, 56    Vice President and Comptroller, Bank                                           1990
                        Treasurer, Company

George A. Morgan, 60    Executive Vice President, Cashier and Trust Officer, Bank                      1974
                        Vice President & Secretary, Company

William N. Smith, 62    Chairman of the Board, President and Chief Executive Officer,                  1974
                        Bank & Company

</TABLE>

Each of the executive officers of the Company have been principally
employed as an officer of the Company or the subsidiary Bank for the past
five years.

ITEM 11. Executive Compensation

The information required by this item is hereby incorporated herein by
reference from the captions entitled "Executive Officers' Compensation",
"Employment Arrangements", "Compensation of Directors" and "Compensation
Pursuant to Plans", at pages 8 through 13 of the Registrant's Proxy Statement
for its 2003 Annual Meeting of Shareholders; provided however that the
captions entitled "Compensation Committee Report on Executive Compensation"
and "Performance Graph" shall not be deemed to be incorporated herein by
reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

Information required by this item is hereby incorporated by reference
herein from the caption "Proposal 1 - Election of Directors" at pages 3
through 6 of the Registrant's Proxy Statement for its 2003 Annual Meeting of
Shareholders.

<TABLE>

                                        Equity Compensation Plan Information

<CAPTION>

                                                                                                      Number of securities
                                                                                                    remaining available for
                                                                                                     future issuance under
                                         Number of securities to           Weighted-average           equity compensation
                                         be issued upon exercise           exercise price of            plans (excluding
                                         of outstanding options,         outstanding options,       securities reflected in
                                           warrants and rights            warrants and rights             column (a))

                                                   (a)                            (b)                         (c)

<S>                                              <C>                             <C>                        <C>
Equity compensation plans
approved by security holders                     224,619                         27.23                      184,450

Equity compensation plans not
approved by security holders <F1>                 23,143                         15.22                         -

Total                                            247,761                         26.11                      184,450

<FN>

<F1> Represents common shares covered by options assumed by registrant in
     connection with its acquisition, through merger, of Adirondack Financial
     Services Bancorp, Inc. on the terms set forth in the Adirondack
     Financial Services stock option plan and at an exchange ratio of .575 of
     a registrant common share for each Adirondack Financial Services' common
     share.

</FN>

</TABLE>

ITEM 13. Certain Relationships and Related Transactions

Incorporated by reference to "Related Party Transactions" on page 16 of
the proxy statement.

                                     -15-

<PAGE>

PART IV.

ITEM 14. Controls and Procedures

Within the 90 days prior to the date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's President and Chief Executive
Officer and Vice President and Chief Financial Officer, of the effectiveness
of the design and operation of the Company's disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation,
the President and Chief Executive Officer and Vice President and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company (including its consolidated subsidiaries) required to
be included in the Company's periodic SEC filings.

There were no significant changes made in the Company's internal
controls or in other factors that could significantly affect these internal
controls subsequent to the date of the evaluation performed by the Company's
Chief Executive Officer and Chief Financial Officer.

ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

The following consolidated financial statements of the registrant and
its subsidiary and the independent auditors' report thereon included in the
registrant's Annual Report to Shareholders for the fiscal year ended December
31, 2002, are incorporated herein by reference:

Independent Auditors' Report

Financial Statements (Consolidated)

Statements of Condition - December 31, 2002 and 2001

Statements of Income - Years ended December 31, 2002, 2001 and 2000

Statements of Changes in Stockholders' Equity - Years ended December 31,
2002, 2001, and 2000

Statements of Cash Flows - Years ended December 31, 2002, 2001, and 2000

Notes to Consolidated Financial Statements

(All financial statement schedules for the registrant and its
subsidiaries have been omitted as the required information is included in the
consolidated financial statements or the related notes thereto.)

The following are the exhibits:

<TABLE>

<CAPTION>

Exhibit No.   Exhibit                                                                                         Location

<S>           <C>                                                                                                <C>
3.1           Restated Certificate of Incorporation of CNB Bancorp, Inc.                                         (1)
              (incorporated by reference)

3.2           Bylaws of CNB Bancorp, Inc. (incorporated by reference)                                            (2)

4.            Instruments Defining the Rights of Security Holders (See Exhibits 3.1 and 3.2)

              Material contracts:

10.1          Agreement for Supplemental Retirement Benefits for William N. Smith                                (3)
              (incorporated by reference)

10.2          Stock Option Plan (incorporated by reference)                                                      (4)

10.3          Change of Control Agreement with William N. Smith                                                  (5)
              (incorporated by reference)

10.4          Change of Control Agreement with George A. Morgan                                                  (6)
              (incorporated by reference)

10.5          Long-Term Incentive Compensation Plan                                                              (7)
              (incorporated by reference)

13.           Annual Report to Security Holders

21.           Subsidiaries of the Registrant

23.           Independent Auditors' Consent

99.1          Certification pursuant to 18 U.S.C. section 1350, as enacted
              pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

99.2          Certification pursuant to 18 U.S.C. section 1350, as enacted
              pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

</TABLE>

Location

(1)  Incorporated by reference to Exhibit 3 to the report on Form 8-K filed
     by the Company with the SEC on August 10, 2001.

(2)  Incorporated by reference to Exhibit 3 to the annual report on Form 10-K
     filed by the Company with the SEC on March 31, 1996.

(3)  Incorporated by reference to Exhibit 10.1 to the annual report on Form
     10-K filed by the Company with the SEC on March 29, 2002.

(4)  Incorporated by reference to Exhibit A to the Company's Proxy Statement
     on Schedule 14-A filed by the Company with the SEC on September 7, 1998.

(5)  Incorporated by reference to Exhibit 10.3 to the annual report on Form
     10-K filed by the Company with the SEC on March 31, 2002.

(6)  Incorporated by reference to Exhibit 10.4 to the annual report on Form
     10-K filed by the Company with the SEC on March 31, 2002.

(7)  Incorporated by reference to Appendix B to the Company's Proxy Statement
     on Schedule 14-A filed by the Company with the SEC on March 14, 2002.

                                     -16-

<PAGE>

                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


CNB Bancorp, Inc.


By: /s/ William N. Smith
--------------------------------------------------
William N. Smith, Chairman of the Board, President
and Chief Executive Officer
(chief executive officer)


By: /s/ George A. Morgan
--------------------------------------------------
George A. Morgan, Vice President and Secretary
(principal financial and accounting officer)


Dated: March 25, 2003




Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

<TABLE>

<CAPTION>

Signature                                          Title                                                    Date

<S>                                                <C>                                                 <C>
By /s/ John C. Miller                              Director                                            March 25, 2003
----------------------------
John C. Miller

By /s/ Frank E. Perrella                           Director                                            March 25, 2003
----------------------------
Frank E. Perrella

By /s/ Robert L. Maider                            Director                                            March 25, 2003
----------------------------
Robert L. Maider

By /s/ William N. Smith                            Chairman of the Board,                              March 25, 2003
----------------------------                       Officer (chief executive officer)

By /s/ George A. Morgan                            Vice President and Secretary                        March 25, 2003
----------------------------                       (principal financial and accounting
George A. Morgan                                   officer) and Director

By /s/ Brian K. Hanaburgh                          Director                                            March 25, 2003
----------------------------
Brian K. Hanaburgh

By /s/ Clark D. Subik                              Director                                            March 25, 2003
----------------------------
Clark D. Subik

By /s/ Deborah H. Rose                             Director                                            March 25, 2003
----------------------------
Deborah H. Rose

By /s/ Theodore E. Hoye III                        Director                                            March 25, 2003
----------------------------
Theodore E. Hoye III

By /s/ Timothy E. Delaney                          Director                                            March 25, 2003
----------------------------
Timothy E. Delaney

By /s/ Richard D. Ruby                             Director                                            March 25, 2003
----------------------------
Richard D. Ruby

</TABLE>

                                     -17-

<PAGE>

                              CNB BANCORP, INC.

                          CERTIFICATIONS PURSUANT TO
                                SECTION 302 OF
                        THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

     I, William N. Smith, Chairman, President and Chief Executive Officer of
CNB Bancorp, Inc., certify that:

     1. I have reviewed this annual report on Form 10-K of CNB Bancorp, Inc.;

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present, in all material
respects, the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

     b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing of this annual
report (the "Evaluation Date"); and

     c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing
the equivalent functions):

     a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

     6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date    March 25, 2003
----------------------


By /s/ William N. Smith
-------------------------------------
William N. Smith, Chairman,
President and Chief Executive Officer

                                     -18-

<PAGE>

CERTIFICATION

     I, George A. Morgan, Vice President, Secretary and Chief Financial
Officer of CNB Bancorp, Inc., certify that:

     1. I have reviewed this annual report on Form 10-K of CNB Bancorp, Inc.;

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present, in all material
respects, the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

     b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing of this annual
report (the "Evaluation Date"); and

     c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing
the equivalent functions):

     a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

     6. The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date    March 25, 2003
----------------------


By /s/ George A. Morgan
-------------------------------------
George A. Morgan, Vice President,
Secretary and Chief Financial Officer

                                     -19-

<PAGE>

EXHIBIT INDEX

Reg. S - K
Exhibit Number          Description

3.1                     Restated Certificate of Incorporation
                        of CNB Bancorp, Inc.

3.2                     Bylaws of CNB Bancorp, Inc.

4.                      Instruments Defining the Rights of Security Holders
                        (See Exhibits 3.1 and 3.2)

                        Material contracts:

10.1                    Agreement for Supplemental Retirement Benefits
                        for William N. Smith

10.2                    Stock Option Plan

10.3                    Change of Control Agreement with William N. Smith

10.4                    Change of Control Agreement with George A. Morgan

10.5                    Long-Term Incentive Compensation Plan

13.                     Annual Report to Security Holders

21.                     Subsidiaries of the Registrant

23.                     Independent Auditors' Consent

99.1                    Certification pursuant to 18 U.S.C. section 1350,
                        as enacted pursuant to section 906 of the
                        Sarbanes-Oxley Act of 2002.

99.2                    Certification pursuant to 18 U.S.C. section 1350,
                        as enacted pursuant to section 906 of the
                        Sarbanes-Oxley Act of 2002.

                                     -20-