Exhibit 10.1

                          AGREEMENT FOR SUPPLEMENTAL
                    RETIREMENT BENEFITS FOR WILLIAM SMITH

This Agreement made and entered into as of this 30th day of December, 1996,
by and between City National Bank and Trust Company of Gloversville, a New
York corporation (the "Corporation"), and William Smith, an individual
currently residing in the State of New York, (the "Executive").

WITNESSETH THAT:

WHEREAS, the Executive is employed by the Corporation as President and Chief
Executive Officer; and

WHEREAS, the Corporation recognizes the value of the services performed by
the Executive and wishes to encourage his continued employment; and

WHEREAS, the Corporation desires to provide the Executive with supplemental
deferred compensation to supplement the benefits under the Corporation's
qualified plans which will be limited because of the compensation limitation
under Section 401(a)(17) of the Code; and

WHEREAS, the parties hereto wish to provide the terms and conditions upon
which the Corporation shall pay such deferred compensation to the Executive
upon his retirement or other termination of employment with the Corporation;
and

WHEREAS, the parties hereto intend that this Agreement be considered an
unfunded arrangement, maintained primarily to provide deferred compensation
benefits for the Executive, a member of a select group of management or
highly compensated employees of the Corporation, for purposes of the Employee
Retirement Income Security Act of 1974, as amended;

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NOW, THEREFORE, in consideration of the above, the parties hereby agree as
follows:

                                  ARTICLE I

                                 DEFINITIONS

Except as otherwise specified herein, the following terms shall have the
following meanings unless a different meaning is plainly required by the
context.

1.1      "Actuarial Equivalent" means equality in value of the aggregate
         amounts expected to be received under different forms of payment,
         based on the GAM 83 Mortality Table with 7% interest. The applicable
         PBGC interest rates for the month preceding the date of the
         distribution shall be used to make an Actuarial Equivalent
         determination.

1.2      "Beneficiary" means any person or persons designated by the
         Executive to receive amounts payable hereunder, after the death of
         the Executive. In the event that the Executive fails to designate a
         Beneficiary or if no such designated Beneficiary is living upon the
         death of the Executive or if for any reason such designation shall
         be legally ineffective, then the amount shall be paid to the estate
         of the Executive.

1.3      "Cause" means the Executive's having committed an act of fraud,
         embezzlement, or theft constituting a felony, or an act
         intentionally against the Corporation which causes the Corporation
         material injury, or a final determination by a court that the
         Executive has committed a material breach of his duties and
         responsibilities in connection with rendering services to the
         Corporation.

1.4      "Change in Control" means any of the following events for CNB
         Bancorp, Inc. or the Corporation: (a) any individual, corporation
         (other than the Corporation), partnership, trust, association, pool,
         syndicate, or any other entity or any group of persons acting in
         concert becomes the beneficial owner, as that concept is defined in
         Rule 13d-3 promulgated by the Securities and Exchange Commission
         under the Securities

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         Exchange Act of 1934, of securities of the
         Corporation possessing twenty-five percent (25%) or more of the
         voting power for the election of directors of the Corporation; (b)
         any consolidation, merger or other business combination involving
         the Corporation or the securities of the Corporation in which
         holders of voting securities of the Corporation immediately prior to
         such event own, as a group, immediately after such event, voting
         securities of the Corporation (or, if the Corporation does not
         survive such transaction, voting securities of the corporation
         surviving such transaction) having less than fifty percent (50%) of
         the total voting power in an election of directors of the
         Corporation (or such other surviving corporation); (c) during any
         period of two consecutive years, individuals who at the beginning of
         such period constitute the directors of the Corporation cease for
         any reason to constitute at least a majority thereof unless the
         election, or the nomination for election by the Corporation's
         shareholders, of each new director of the Corporation was approved
         by a vote of a least two-thirds of the directors of the Corporation
         then still in office who were directors of the Corporation at the
         beginning of any such period; (d) removal by the stockholders of all
         or any or the incumbent directors of the Corporation other than a
         removal for Cause; or (e) any sale, lease, exchange or other
         transfer of all, or substantially all, of the assets of the
         Corporation to a party which is not controlled by or under common
         control with the Corporation.

1.5      "Code" means the Internal Revenue Code of 1986, as amended.

1.6      "Committee" means the committee appointed by the Board of Directors
         of the Corporation to interpret and administer this Agreement.

1.7      "Compensation" means the Executive's W-2 earnings during the twelve
         month period ending on each Valuation Date.

1.8      "Normal Retirement Date" means the first day of the month following
         the month in which the Executive attains age 64 1/2.

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1.9      "Projected Compensation" means the Executive's estimated annual
         Compensation for a future Determination Year and is equal to
         Compensation, including bonuses, for the year ending on the
         Valuation Date increased by the assumed future cost of living
         increases for such year.

1.10     "Supplemental Pension Plan Account" means the bookkeeping account
         maintained by the Corporation which reflects the Executive's benefit
         under the Agreement as calculated under Article II herein.

1.11     "Supplemental Profit Sharing Account" means the bookkeeping account
         maintained by the Corporation which reflects the Executive's benefit
         under this Agreement as calculated under Article III herein.

1.12     "Supplemental Pension Benefit" means the benefit calculated in
         accordance with Article II of this Agreement.

1.13     "Supplemental Profit Sharing Benefit" means the benefit calculated
         in accordance with Article III of this Agreement.

1.14     "Total Pension Benefit" means, the total pension benefit payable
         under the Corporation's qualified Pension Plan as follows:

         (a)      1.75% of the Executive's Final Average Compensation times
                  Years of Service as of the Determination Date, up to a
                  maximum of 35 years, less

         (b)      0.49% of the Executive's Covered Compensation multiplied by
                  Years of Service up to a maximum of 35 years, plus

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         (c)      1.25% of the Executive's Final Average Compensation
                  multiplied by Years of Service between 35 and 40 Years,
                  less

         (d)      the amount of the Executive's Accrued Benefit under the
                  Corporation's qualified Pension Plan, less

         (e)      the amount of Supplemental Pension Benefit previously
                  distributed to the Executive.

1.15     "Total and Permanent Disability" means a physical or mental
         condition of the Executive resulting from bodily injury, disease, or
         mental disorder that renders him incapable of continuing in his
         usual or customary employment with the Corporation. The Executive
         shall be considered totally and permanently disabled if he is
         eligible for benefits under the Social Security Act and under any
         long-term disability income plan sponsored by the Corporation.

1.16     "Valuation Date" means December 31 of each year.

1.17     "Years of Service" means the Executive's creditable service, as
         calculated under the Corporation's qualified Pension Plan, but in no
         case less than forty (40) years.

                                  ARTICLE II

                               PENSION BENEFITS

2.1      Supplemental Benefit. Upon the attainment of his Normal Retirement
         Date, the Executive shall be entitled to a Supplemental Pension
         Benefit in an amount equal to the difference between the Executive's
         Total Pension Benefit payable under the Corporation's qualified
         Pension Plan and the Executive's Total Pension Benefit payable under
         the Corporation's qualified Pension Plan calculated without regard
         to the compensation limitation under Section 401(a)(17) of the Code
         and considering the

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         Years of Service defined in Paragraph 1.17. The
         Supplemental Pension Benefit shall be payable at such time and in
         such manner as provided herein.

2.2      Supplemental Pension Benefit. The Executive's Supplemental Pension
         Benefit, at any Valuation Date, is equal to the lump sum Actuarial
         Equivalent of the amount determined under Section 2.1 above.

2.3      Death and Disability Benefit. Upon the Executive's death or upon
         becoming disabled prior to his Normal Retirement Date, the Executive
         or his Beneficiary shall be fully vested in the amount of his
         Supplemental Pension Benefit.

2.4      Post-Retirement Benefits. If the Executive remains in the employment
         of the Corporation beyond his Normal Retirement Date, his
         Supplemental Pension Account Benefit shall be actuarially increased
         as of each Valuation Date subsequent to his Normal Retirement Date.

                                 ARTICLE III

                           PROFIT SHARING BENEFITS

3.1      Supplemental Profit Sharing Benefit. For the 1996 plan year and for
         each subsequent year, the Corporation shall credit the Executive's
         Supplemental Profit Sharing Account with a Supplemental Profit
         Sharing Plan Benefit in the amount equal to the difference between
         the Executive's actual contribution under the Corporation's
         qualified Profit Sharing Plan and the contribution the Executive
         would have received calculated without regard to the compensation
         limitation under Section 401(a)(17) of the Code. Upon the attainment
         of his Normal Retirement Date, the Executive shall be entitled to
         Supplemental Profit Sharing Benefit payable at such time and in such
         manner as provided herein.

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3.2      Supplemental Profit Sharing Account. The Executive's Supplemental
         Profit Sharing Account as of any Valuation Date will consist of all
         Supplemental Profit Sharing contributions made by the Corporation on
         his behalf including the income, if any, earned on the Supplemental
         Profit Sharing contributions.

         The amount of such Supplemental Profit Sharing contributions
         credited to the Executive's account will be determined annually by
         the Committee.

3.3      Death and Disability Benefit. Upon the Executive's death or upon his
         Total and Permanent Disability, the Executive or his Beneficiary
         shall be vested in his Supplemental Profit Sharing Benefit Account
         under the same terms and conditions as under the Corporation's
         qualified Profit Sharing Plan.

3.4      Post-Retirement Profit Sharing Benefit. If the Executive remains in
         the employment of the Corporation beyond his Normal Retirement Date,
         his Supplemental Profit Sharing Account Balance shall be credited
         with additional contributions in accordance with Section 3.1.

                                  ARTICLE IV

                             PAYMENT OF BENEFITS

4.1      Except as otherwise provided in Sections 4.2 and 7.1, if the
         Executive's employment with the Corporation is voluntarily
         terminated by the Executive or is terminated by the Corporation for
         Cause as described in Paragraph 1.3, the Executive shall forfeit all
         benefits under this Agreement.

4.2      If the Executive's employment with the Corporation is terminated (a)
         after the attainment of his Normal Retirement Date, (b) by Total and
         Permanent Disability, or (c) by death, the Executive or his
         Beneficiary shall be entitled to his Supplemental

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         Pension Benefit and Supplemental Profit Sharing Benefit determined
         at the next Valuation Date.

4.3      The Supplemental Pension and Profit Sharing Benefits shall be
         payable to the Executive or his Beneficiary in the same manner, and
         at the same time as benefit payments to such Participant or his
         Beneficiary are made under the applicable terms of the Corporation's
         qualified Pension Plan and the Corporation's qualified Profit
         Sharing Plan.

                                  ARTICLE V

                                ADMINISTRATION

5.1      The Agreement shall be administered by the Committee thereof
         appointed by the Board. The Committee shall have the authority to
         administer and interpret the Agreement including the establishment
         of a claims procedure.

                                  ARTICLE VI

                                MISCELLANEOUS

6.1      This  Agreement  shall not be construed as giving the  Executive any
         right to be retained in the employ of the Corporation.

6.2      Nothing contained in this Agreement and no action taken pursuant to
         the provisions of this Agreement shall create or be construed to
         create a trust of any kind, or a fiduciary relationship between the
         Corporation and the Executive, his Beneficiary or any other person.
         To the extent that the Executive, his Beneficiary or any person
         acquires the right to receive payment from the Corporation under
         this Agreement, such right shall be no greater than the right of any
         unsecured general creditor of the Corporation.

6.3      No benefit payable at any time under this Agreement shall be subject
         in any manner to alienation, sale, transfer, assignment, pledge,
         attachment or encumbrance of any kind.

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6.4      This Agreement shall be binding upon and inure to the benefit of the
         Corporation, its successors and assigns and the Executive and his
         heirs, executor, administrator and legal representatives.

6.5      All rights hereunder shall be governed by and construed according to
         the laws of the State of New York, except to the extent such laws
         are preempted by the laws of the United States of America. In the
         event any provision of this Agreement is held invalid, void or
         unenforceable, the same shall not affect, in any respect whatsoever,
         the validity of any other provision of this Agreement.

6.6      No modification of this Agreement shall be binding upon the parties
         hereto, or either of them, unless such modification is in writing
         and signed by the Corporation and the Executive.

                                 ARTICLE VII

                              CHANGE IN CONTROL

7.1      If the Executive's employment with the Corporation and all of its
         subsidiaries is terminated within four (4) years after a Change in
         Control, the Executive will be entitled to a single lump sum payment
         equal to the Actuarial Equivalent of his Supplemental Pension
         Benefit and a single lump sum payment equal to his Supplemental
         Profit Sharing Benefit payable as of the next Valuation Date.

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                                 ARTICLE VIII

                          CONVENANTS NOT TO COMPETE

8.1      The Executive shall forfeit all rights to benefits under this
         Agreement if he serves as an officer, director or employee of, or
         acts as a consultant for, any corporation or other entity whose
         business is competitive with the Corporation and is situated in any
         of the following counties of New York: Fulton, Franklin, Herkimer,
         Hamilton, Montgomery, Saratoga, Schenectady, or Schoharie. The
         forfeiture provided in this Article VIII will be deemed inapplicable
         to any relationship that:

         (a)      exists and was disclosed to the Committee prior to the
                  effective date of this Agreement; or

         (b)      is determined by a majority of the Committee not to be
                  contrary to the interests of the Corporation.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
30th day of December, 1996.

                                           CITY NATIONAL BANK AND TRUST COMPANY
                                           OF GLOVERSVILLE

                                           By:  /s/   Theodore E. Hoye Jr.
                                           ____________________________________
                                             Chairman, Compensation Committee

                                           By:  /s/   William N. Smith
                                           ____________________________________
                                                William Smith, "Executive"

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