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, 2001      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 pursurant 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 the number of shares outstanding of each of the issurer's
classes of common stock:

Class of Common Stock         Number of Shares Outstanding as of March 25, 2001

$2.50 Par Value                                   2,273,407

     The aggregate market value of the Registrant's common stock (based upon
the average bid and asked prices on March 25, 2002) held by non-affiliates
was approximately $67,400,000.

                     DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the Registrant's Annual Report to stockholders for the
     fiscal year ended December 31, 2001 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 16, 2002 are incorporated into Part
     III; 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 86 persons on a full time basis. There
     are also 11 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, the
     FDIC, and the New York State Banking Department.

     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
     Sate 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 has
     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 2001,
     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
     2001. 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 2001 BIF assessment schedule through June 30, 2002.

     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 2001,
     BIF insured banks paid a rate of 0.01895% for

                                     - 2-

<PAGE>

     purposes of funding FICO bond obligations, resulting in an assessment of
     $51,501 for the subsidiary Bank. The assessment rate for BIF member
     institutions has been set at 0.0182% on an annualized basis for the
     first half of 2002.

     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>

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

<TABLE>

<CAPTION>

                                                 2001                             2000                         1999

                                                 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                        $ 85,714     $ 5,483     6.40%    $ 87,302    $ 5,685   6.51%   $ 81,038     $ 5,066     6.25%
  State & Political
    Subdivisions                      28,603       2,251     7.87       26,955      2,217   8.22      23,667       1,994     8.43
  Other                               15,590       1,021     6.55       11,412        869   7.61       4,116         274     6.66

    Total Securities                 129,907       8,755     6.74      125,669      8,771   6.98     108,821       7,334     6.74

Interest Bearing Balances With
  Other Financial Institutions         3,022          74     2.45        1,128         64   5.67       1,655          80     4.83

Federal Funds Sold                     7,265         252     3.47        5,595        349   6.24       9,042         449     4.97

Loans:
  Loans,Less
    Unearned Income <F3>             193,121      15,785     8.17      181,186     15,367   8.48     152,974      12,816     8.38

    Total Interest-Earning Assets    333,315     $24,866     7.46%     313,578    $24,551   7.84%    272,492     $20,679     7.59%

Cash and Due From Banks                7,932                             7,678                         9,068
Allowance for Loan Losses             (2,589)                           (2,742)                       (2,291)
Other Assets <F4>                     15,989                            13,114                        11,593

    Total Assets                    $354,647                          $331,628                      $290,862

LIABILITIES AND
  STOCKHOLDERS' EQUITY
Interest bearing Liabilities:
Deposits:
  Savings:
    Regular Savings                  $51,748      $1,193     2.31%     $47,653    $ 1,244   2.61%   $ 47,363     $ 1,189     2.51%
    NOW                               29,632         290     0.98       28,740        361   1.26      27,158         333     1.23
    Money Market Accounts             32,036       1,002     3.13       31,564      1,178   3.73      22,812         749     3.28
  Certificates of Deposit
    $100,000 or More                  50,479       2,292     4.54       55,039      3,318   6.03      44,503       2,234     5.02
  Other Time Interest-Bearing         86,149       4,619     5.36       82,393      4,428   5.37      74,148       3,798     5.12
     Total Int.-Bearing Deposits     250,044       9,396     3.76      245,389     10,529   4.29     215,984       8,303     3.84

  Other Short-Term Borrowings
    & Repurchase Agreements           11,065         588     5.31        7,538        435   5.77      11,547         611     5.29
   Notes Payable - FHLB               30,291       1,424     4.70       18,227      1,127   6.18       7,135         355     4.98

    Total Interest-Bearing
      Liabilities                    291,400     $11,408     3.91%     271,154    $12,091   4.45%    234,666      $9,269     3.95%

Demand Deposits                       26,756                            26,972                        23,375

Other Liabilities                      1,959                             1,485                         1,359

Total Liabilities                    320,115                           299,611                       259,400

Stockholders' Equity                  34,532                            32,017                        31,462

    Total Liabilities and
      Stockholders' Equity          $354,647                          $331,628                      $290,862

<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 8.50% for
     2001 and 9.00% for 2000 and 1999 (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)

                                              2001       2000      1999

Average yield on interest-
  earning assets*                             7.46%      7.84%     7.59%

Average effective rate paid
  on interest-bearing liabilities             3.91%      4.45%     3.95%

Spread between interest-earning
  assets and interest-bearing
  liabilities*                                3.55%      3.39%     3.64%

Net interest income* (in thousands)        $13,458    $12,460   $11,410

Net interest margin*                          4.04%      3.98%     4.19%

*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>

                                       2001 Compared to 2000            2000 Compared to 1999
                                   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                            $940     ($522)     $418         $2,396       $155    $2,551
  Taxable Securities                (25)      (25)      (50)           792        422     1,214
  Non-Taxable Securities<F2>        112       (78)       34            272        (49)      223
  Federal Funds Sold                198      (295)      (97)          (305)       205      (100)
  Interest-Bearing Balances
    with Banks                       15        (5)       10            (36)        20       (16)

    Total                         1,240      (925)      315          3,119        753     3,872

Interest Paid on:
  Deposits                          204    (1,337)   (1,133)         1,202      1,024     2,226
  Short-Term Borrowings & Repos     184       (31)      153           (238)        62      (176)
  Notes Payable - FHLB              466      (169)      297            668        104       772

    Total                           854    (1,537)     (683)         1,632      1,190     2,822

Net Interest Differential<F2>      $386      $612      $998         $1,487      ($437)   $1,050

<FN>

Notes to Rate Volume Analysis

<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>

1. C. Interest Rate Sensitivity Analysis

<TABLE>

<CAPTION>

                                                               Maturity/Repricing Period at December 31, 2001

                                                         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>                    $33,889             $23,029             $ 42,018             $ 33,333            $132,269
   Loans, net of unearned discount    43,466              21,613               62,697               67,173             194,949
   Cash & Cash Equivalents             8,517                   0                    0                    0               8,517

 Total rate sensitive assets         $85,872             $44,642             $104,715             $100,506            $335,735

 Rate sensitive liabilities(RSL):
   Savings, NOW & MMDA accounts      $46,062                  $0                   $0             $ 84,249            $130,311
   Time deposits                      26,230              62,919               31,664                    0             120,813
   Borrowings                         16,519                 280                9,572               18,247              44,618

 Total rate sensitive liabilities    $88,811             $63,199             $ 41,236             $102,496            $295,742

<FN>

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

</FN>

</TABLE>

GAP (RSA - RSL)                          ($2,939)  ($18,557) $63,479  ($1,990)
CUMULATIVE GAP (RSA - RSL)                (2,939)   (21,496)  41,983   39,993

RSA divided by RSL                          96.7%      70.6%   253.9%    98.1%
RSA divided by RSL - Cumulative             96.7       85.9    121.7    113.5

GAP divided by equity                       (8.5)     (53.6)   183.2     (5.7)
GAP divided by equity - Cumulative          (8.5)     (62.0)   121.2    115.4

RSA divided by total assets                 23.9       12.4     29.1     27.9
RSA divided by total assets - Cumulative    23.9       36.3     65.3     93.3

RSL divided by total assets                 24.7       17.6     11.5     28.5
RSL divided by total assets - Cumulative    24.7       42.2     53.7     82.2

GAP divided by total assets                 (0.8)      (5.2)    17.6     (0.6)
GAP divided by total assets - Cumulative    (0.8)      (6.0)    11.7     11.1

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 (6.0)% of assets at December 31,
2001. 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, 2001 the net
annualized interest income exposure, based on a -200bp rate change was an
decrease of approximately $1,235,000.

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>

<S>                                                          <C>            <C>         <C>
       Securities Available for Sale:                        2001           2000        1999
          Debt Securities:
          U.S. Treasury and other U.S. Government Agencies   $ 86,855       $ 80,566    $77,966
          State and Political Subdivisions                     23,035         16,516     12,863
          Corporate securities                                  9,184          9,606      2,970

             Total Debt Securities Available for Sale         119,074        106,688     93,799
          Equity Securities:
          Corporate securities                                  1,175            157         50

             Total Equity Securities Available for Sale         1,175            157         50

               Total Securities Available for Sale           $120,249       $106,845    $93,849

       Investment Securities:

          Obligations of U.S. Government Agencies                 $42         $1,693     $2,269
          State and Political Subdivisions                      7,913         11,960     11,174
          Corporate securities                                  2,000          2,000          0

             Total                                             $9,955        $15,653    $13,443

       Investments Required By Law:

          Federal Reserve Bank stock                             $692           $692       $692
          Federal Home Loan Bank stock                          2,161          1,577      1,296

             Total                                             $2,853         $2,269     $1,988

</TABLE>

B.   Maturity Distribution of the Company's securities as of December 31,
     2001: (in thousands)

<TABLE>

<CAPTION>

                                                                           Maturing

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

<S>                                <C>           <C>        <C>       <C>       <C>        <C>        <C>          <C>
Debt Securities Available for Sale  Amount       Yield<F1>  Amount    Yield<F1> Amount     Yield<F1>  Amount       Yield<F1>

U.S. Treasury and other
  U.S. Gov't Agencies              $1,059        6.46%      $17,313   4.87%     $14,107    5.86%      $54,376      6.14%

State and Political Subdivisions      582        8.64         1,333   8.12        7,404    7.53        13,716      7.42

Corporate securities                  516        8.09         1,032   5.98          966    7.97         6,670      3.61

    Total<F2>                      $2,157        7.43%      $19,678   5.14%     $22,477    6.49%      $74,762      6.15%

<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, 2001.

</FN>

</TABLE>

<TABLE>

<CAPTION>

                                                                     Maturing

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

<S>                               <C>      <C>         <C>      <C>         <C>     <C>          <C>      <C>
Investment Securities             Amount   Yield<F1>   Amount   Yield<F1>   Amount  Yield<F1>    Amount   Yield<F1>

U.S. Government Agencies          $    0   0.00%       $   42   7.50%       $    0  0.00%        $    0   0.00%

State and Political Subdivisions   2,344   7.72         2,828   8.67         2,128  7.96            613   7.90

Corporate securities                   0   0.00             0   0.00             0  0.00          2,000   7.42
    Total<F2>                     $2,344   7.72%       $2,870   8.65%       $2,128  7.96%        $2,613   7.53%

<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, 2001.

</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, 2001 was 4.81%.

                                     - 7-

<PAGE>

III. Loan Portfolio

<TABLE>

<CAPTION>

A. Types of Loans                          2001                2000                1999              1998              1997

December 31 (in thousands)          Balance    %<F1>    Balance    %<F1>    Balance   %<F1>   Balance    %<F1>   Balance   %<F1>

<S>                                 <C>        <C>      <C>        <C>      <C>       <C>     <C>        <C>     <C>       <C>
Residential Real Estate Loans<F2>   $ 85,977    40.6%   $ 88,517    44.0%   $ 90,780   49.4%  $ 46,423    35.1%  $ 46,750   36.4 %
Commercial and Commercial
  Real Estate                         48,979    23.1      44,790    22.3      37,868   20.6     35,877    27.2     37,265   29.0
Consumer Loans                        76,727    36.3      67,756    33.7      55,137   30.0     49,727    37.7     44,537   34.6

    Total                            211,683   100.0%    201,063   100.0%    183,785  100.0%   132,027   100.0%   128,552  100.0 %

Less: Allowance for loan losses        2,506               2,750               2,697             1,580              1,492
      Unearned Income                 16,734              14,473              11,372            10,190              9,414

    Total                           $192,443            $183,840            $169,716          $120,257           $117,646

<FN>

<F1> % represents the percentage of loans in the category to total loans.

<F2> At December 31, 1997 through December 31, 2001, the subsidiary Bank did
     not have any construction loans in the loan portfolio.

</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, 2001, 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:

<TABLE>

<CAPTION>

                                                   After One
                                  One Year         But Within    After
(in thousands)                    or Less<F1><F2>  Five Years    Five Years       Total

<S>                               <C>              <C>           <C>              <C>
    Commercial and Commercial
      Real Estate                 $34,351          $12,831       $1,797           $48,979

<FN>

<F1> Includes demand loans having no stated schedule of repayments and no
     stated maturity and overdrafts.

<F2> Includes floating rate loans of $21,312 that reprice at least quarterly.

</FN>

</TABLE>

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)                             2001       2000      1999       1998      1997

<S>                                             <C>        <C>       <C>        <C>       <C>
   Loans on a non-accrual basis                 $374       $  936    $1,507     $280      $283

   Loans past due 90 days or more                159          210       108      249        88

   Restructured loans                              0            0         0        0         0

     Total non-performing loans                 $533       $1,146    $1,615     $529      $371

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

</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 1997 through 2001.

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 $4.7 million at December 31, 2001 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 2002.

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, 2001, 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 $5.3 million,
which represented 2.5% of the gross loans outstanding at December 31, 2001.
Commitments to this segment were $4.2 million, which represented 14.4% of the
total commitments outstanding at December 31, 2001.

                                     - 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,                           2001        2000        1999       1998        1997

(in thousands)

<S>                                                <C>         <C>         <C>        <C>         <C>
Amount of loans outstanding at end
  of year (less unearned income)                   $194,949    $186,590    $172,413   $121,837    $119,138

Average loans outstanding during the year
  (less average unearned income)                   $193,121    $181,186    $152,974   $121,252    $112,785

Balance of allowance at beginning of year          $  2,750    $  2,697    $  1,580   $  1,492    $  1,620

Loans charged off:
  Commercial and Commercial Real Estate                (435)        (40)        (30)       (17)       (230)
  Real Estate                                             0           0        (105)        (8)        (41)
  Consumer                                             (561)       (199)       (146)      (124)       (133)

    Total loans charged off                            (996)       (239)       (281)      (149)       (404)

Recoveries of loans previously charged off:

  Commercial and Commercial Real Estate                  12          12           1          0           1
  Real Estate                                            33          26          28          0           0
  Consumer                                              182          35          22         17          20

    Total Recoveries                                    227          73          51         17          21

Net loans charged off                                  (769)       (166)       (230)      (132)       (383)

Acquisition-related allowance                             0           0       1,167          0           0

Additions to allowance charged
  to operating expense                                  525         219         180        220         255

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

Net charge-offs as percent of average
  loans outstanding during year
  (less average unearned income)                       0.40%       0.09%       0.15%      0.11%       0.34%

Net charge-offs as percent of allowance at
  beginning of year.                                  27.96%       6.15%       14.5%      8.85%      23.64%

Allowance as percent of loans outstanding
  at end of year (less unearned income)                1.29%       1.47%       1.56%      1.30%       1.25%

</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 2001, the subsidiary Bank made a provision to its allowance for loan
losses in the amount of $525,000. The subsidiary Bank's allowance for loan
losses at December 31, 2001 totaled $2,506,000 or 1.29% of total loans, net
of unearned income. Net charge offs for 2001 totaled $769,000. Certain other
commercial, financial, and agricultural loans known to have problems are not
expected to increase the subsidiary Bank's losses during 2002. At year-end
2001, there were $374,000 of loans in a non-accrual status. At December 31,
2001, $40,000 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>

                                    2001               2000                1999

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

<S>                           <C>        <C>     <C>        <C>     <C>          <C>
Demand Deposits               $26,756            $ 26,972           $ 23,375

Regular Savings, NOW, and
  Money Market                113,416    2.19%   107,957    2.58%     97,333     2.33%

Certificates of Deposit and
  Other Time Deposits         136,628    5.06%   137,432    5.64%    118,651     5.08%

    Total                    $276,800            $272,361           $239,359

</TABLE>

B.   There were no foreign deposits in domestic offices at December 31, 2001,
     2000 and 1999.

C.   The following table indicates the maturities of time certificates of
     deposit in amounts of $100,000 or more at December 31, 2001. (in
     thousands) Maturing in:

       Three months or less                   $16,505
       Over three months through six months     4,438
       Over six months through twelve months    7,933
       Over twelve months                       5,185

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:

                                              2001    2000    1999
   Percentage of net income to:
    Average total assets                       1.14%   1.12%   1.13%
    Average total stockholders' equity        11.68   11.57   10.49

  Percentage of cash dividends paid
    to net income                             37.70   39.84   42.92

  Percentage of average stockholders' equity
    to average total assets                    9.74    9.65   10.82

                                     -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.

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>

<S>                     <C>                                                             <C>
Name, Age               Office and Position with the Company or the Subsidiary Bank     Officer Since

Ronald J. Bradt, 58     Senior Vice President, Bank                                     1974

George E. Doherty, 45   Vice President, Bank                                            1983

Michael J. Frank, 55    Vice President and Comptroller, Bank                            1990
                        Treasurer, Company

David W. McGrattan, 61  Senior Vice President, Bank                                     1988

George A. Morgan, 59    Executive Vice President, Cashier and Trust Officer, Bank       1974
                        Vice President & Secretary, Company

William N. Smith, 61    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 36 of the registrant's 2001 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 2001 for the thirty-fifth consecutive year and anticipates paying
comparable dividends in the future. Information regarding restrictions on
dividend payments can be found on page 19 of the registrant's 2001 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 2001 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 2001 Annual Report is incorporated herein by
reference.

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 2001
Annual Report for additional discussion on liquidity.

The Company, on average, during 2001 had $7.3 million of its assets invested
in federal funds sold.

Capital

At December 31, 2001, stockholders' equity was $34.6 million, which
represents an increase of $0.7 million, or 1.9% over 2000. This follows an
increase of $2.7 million, or 8.7% over 1999. The increases from 2000 to 2001
and 1999 to 2000 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 purchases.

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, 2001. The Company's risk-

                                     -12-

<PAGE>

based capital ratio was 16.0% and 16.8% at December 31, 2001 and 2000,
respectively. Dividends per share declared in 2001 were $0.66 as compared to
$0.62 in 2000 and $0.59 in 1999 after adjusting for the 3 for 2 stock split
declared in July 1999.

See "Financial Review" section page 10 of Company's 2001 Annual Report for
additional discussion on capital.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("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 based upon
guidelines specified by the Statement. Statement No. 142 also requires
additional disclosures pertaining to goodwill and intangible assets. The
provisions of Statement No. 142 are required to be adopted starting with
fiscal years beginning after December 15, 2001. Therefore, the Company
adopted the Statement on January 1, 2002, the beginning of its next fiscal
year. For any goodwill and other intangibles acquired after June 30, 2001,
the non-amortization and amortization provisions of this Statement are
effective immediately. The Company will perform the first of the required
impairment tests of goodwill during the quarter ending March 31, 2002. Based
on management's initial evaluation, the Company does not anticipate that any
transitional impairment losses will be required to be recognized as a
cumulative effect of a change in accounting principle.

At December 31, 2001, the Company had goodwill of approximately $4.3 million
and had amortization expense related to goodwill of approximately $0.3
million, or $.15 per diluted share for the fiscal year ended December 31,
2001. It is anticipated that the adoption of Statement No. 142 will have an
effect on the Company's results of operations since the implementation of the
new standard will reduce expected non-interest expense by approximately $0.3
million and increase earnings per diluted share by approximately $.15 per
share for 2002.

The Company adopted the provisions of 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.

Critical Accounting Policies

Pursuant to recent 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 2001 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 2001 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 35 of the registrant's 2001
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 twelve 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, 71                        President, John C. Miller, Inc.                     2         1988
                                          Automobile Dealer

</TABLE>

                                     -13-

<PAGE>

<TABLE>

<CAPTION>

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

<S>                                       <C>                                                 <C>       <C>
Frank E. Perrella, 74                     President, Sira Corp.                               2         1988
                                          Consultant

Robert L. Maider, 70                      Attorney-at-Law, Maider & Smith                     2         1988

William N. Smith, 61                      Chairman of the Board, President                    1         1988
                                          and Chief Executive Officer
                                          of the Company and the Bank

George A. Morgan, 59                      Vice President & Secretary                          3         1991
                                          of the Company and Executive Vice President,
                                          Cashier & Trust Officer of the Bank

Brian K. Hanaburgh, 52                    Owner                                               1         1994
                                          D/B/A McDonald's Restaurants
                                          Fast Food Restaurants

Clark D. Subik, 47                        President, Superb Leather, Inc.                     3         1995
                                          Leather Merchandiser

Deborah H. Rose, 51                       Retired Vice President, Hathaway Agency, Inc.       3         1996
                                          General Insurance

Theodore E. Hoye, III, 53                 President, First Credit Corporation                 3         1998
                                          Financing and Insuring of Manufactured Housing

Timothy E. Delaney, 39                    President, Delaney Construction Corporation         2         1999
                                          Heavy/Highway Construction

Richard D. Ruby, 53                       President, Ruby & Quiri, Inc.                       1         1999
                                          Home Furnishings Retailer

</TABLE>

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

The Board of Directors of the Company does not have a standing nominating
committee. This function is performed by the Company's Executive Executive
Committee which met three times during 2001. Its members are Messrs. Smith,
Chairman; Hoye, Morgan and Ms. Rose, and in addition, up to two other members
of the Board may serve as rotating members on a monthly basis. The Executive
Committee reviews and recommends to the full Board of Directors, nominees for
election or re-election as directors. The Executive Committee will consider
the names of individuals recommended by shareholders for nomination to be
directors of the Company. Persons wishing to recommend individuals for
consideration should send such recommendations to the Secretary of the
Company.

The Board of Directors of the Company met eight times during 2001. All
members attended at least 75% of the aggregate number of meetings of the
Board of Directors and committees of the Board of which they are members,
except for Mr. Delaney and Mr. Maider.

The subsidiary Bank does not have a standing nominating committee. This
function is performed by the Executive and Discount Committee. The Executive
and Discount Committee, in addition to matters pertaining to loans and
discounts, exercises, when the Board is not in session, all other powers of
the Board which may be delegated. The Committee met 36 times during 2001 and
these functions were discussed at various times during these meetings. Its
permanent members are Messrs. Hoye, Morgan and Smith and Ms. Rose, in
addition up to two other members of the subsidiary Bank Board may serve as
rotating members on a monthly basis.

The Board of Directors of the subsidiary Bank had 14 meetings during 2001.
All members attended at least 75% of the aggregate number of meetings of the
Board of Directors and committees of the Board of which they are members,
except for Mr. Delaney.

The Compensation Committee of the Board of Directors of the subsidiary Bank
functions as the Standing compensation committee of the Board of Directors of
the Company. The Committee met twice in 2001. Its members are Messrs.
Perrella, Chairman; Hanaburgh and Miller. The Committee reviews the salaries
and other forms of compensation of the key executive officers of the Company
and the subsidiary Bank, reviews salary policies and general salary
administration throughout the subsidiary Bank and recommends to the Board of
Directors profit sharing contributions to be made to the employee profit
sharing plan.

The subsidiary Bank has a trust investment committee that met twelve times
during 2001. Its members are Messrs. Morgan, Chairman; Smith, Ruby, Miller
and Maider. The committee reviews the investments made by the trust
department and other actions taken on a monthly basis.

The Company and the subsidiary Bank have a standing audit committee. Their
members are Company and subsidiary Bank directors; Ms. Rose, Chairwoman;
Delaney, Hanaburgh and Subik. The Committee met seven times in 2001. The
responsibilities of the Audit Committee include recommending the appointment
of and overseeing a firm of independent auditors whose duty it is to audit
the books and records of the Company and its subsidiaries for the fiscal year
for which they are appointed, monitoring and analyzing the results of
internal and regulatory examinations, and monitoring the Company's and its
subsidiaries' financial and accounting organization and financial reporting.

                                     -14-

<PAGE>

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, 58      Senior Vice President, Bank                                        1974

George E. Doherty, 45    Vice President, Bank                                               1983

Michael J. Frank, 55     Vice President and Comptroller, Bank                               1990
                         Treasurer, Company

David W. McGrattan, 61   Senior Vice President, Bank                                        1988

George A. Morgan, 59     Executive Vice President, Cashier and Trust Officer, Bank          1974
                         Vice President & Secretary, Company

William N. Smith, 61     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

Remuneration of Directors and Officers

At present, directors of the Company are not compensated in any way for their
services. The Board of Directors of the subsidiary Bank are the same
individuals who are directors of the Company. Directors of the subsidiary
Bank are compensated for all services as directors as follows:

     For attending regular and special meetings of the Board; $700 for each
meeting. For service as regular members of the Executive and Discount
Committee, except salaried officers; $11,700 per annum, payable quarterly.
For service as special members of the Executive and Discount Committee; $900
for the month of service. For service as members of the Trust Investment
Committee, except salaried officers, $3,600 per annum, payable quarterly. For
service as members of the Examining Committee; $300 for each meeting
attended. In addition to the foregoing, the Chairman of the Examining
Committee received an annual fee of $700, payable quarterly. For service as
members of the Compensation Committee, except for salaried officers; $300 for
each meeting attended. Total directors' fees during 2001 amounted to
$220,455. At present, officers of the Company are not compensated in any way
for their services. The following summary compensation table shows the annual
and long-term compensation for the last three years for the subsidiary Bank's
chief executive officer and executive vice president, the only officers whose
total salary and bonus exceeded $100,000 in 2001.

<TABLE>

<CAPTION>

                                              Summary Compensation Table

                                                              Long Term
                                        Annual Compensation   Compensation
                                                              Securities
                                                              Underlying    All Other
Name and Principal Position     Year    Salary     Bonus      Options #     Compensation <F1>

<S>                             <C>     <C>        <C>        <C>          <C>
William N. Smith, Chairman
  of the Board, President and   2001    $215,500   $31,240    10,000       $17,705
  Chief Executive Officer of    2000     202,520    22,765         0        15,374
  the Company and the           1999     193,350    17,360    39,900        14,110
  subsidiary Bank

George A. Morgan, Vice          2001    $146,800   $19,520     6,700       $12,112
  President and Secretary       2000     138,165    16,191         0        10,397
  of the Company and Executive  1999     132,350    12,420    26,700         9,707
  Vice President, Cashier
  and Trust Officer of the
  subsidiary Bank

<FN>

<F1> The amounts shown in this column for the most recently completed fiscal
     year were derived from the following figures: (a) contributions by the
     Company to its profit-sharing plan: Mr. Smith, $16,467: and Mr. Morgan,
     $11,428, and (b) the economic benefit of life insurance coverage
     provided for the executive officers: for the benefit of Mr. Smith,
     $1,238: for the benefit of Mr. Morgan, $684.

</FN>

</TABLE>

The following table provides information on grants of stock options in 2001
to the named executives.

<TABLE>

<CAPTION>

                                                  Option Grants In Last Fiscal Year

                      Number of          Percent of
                      Securities         Total Options
                      Underlying         Granted to          Exercise                       Grant Date
                      Options            Employees in        or Base       Expiration       Present
Name                  Granted (#)        Fiscal Year         Price ($/Sh)  Date             Value ($)<F1>

<S>                   <C>                <C>                 <C>           <C>              <C>
William N. Smith      10,000             27.89%              $32.50        06/26/11         $66,000

George A. Morgan       6,700             18.69%              $32.50        06/26/11         $44,220

<FN>

<F1> The grant date present value is estimated by using the Black-Scholes
     option pricing model with the following weighted assumptions: the
     expected life of the options was estimated to be five years, dividend
     yield of 2.11%, expected volatility 18.8%, and risk free interest rate
     of 4.81%. Based on the above assumptions, the Company has estimated that
     the per share value of the options granted was $6.60.

</FN>

</TABLE>

                                     -15-

<PAGE>

The following table sets forth the options exercised in 2001 and the December
31, 2001 unexercised value of both vested and unvested options for the named
executives.

<TABLE>

<CAPTION>

                               Aggregated Option Exercises in 2001 and Year-End Option Values

                                                                                    Value of
                                                             Number of Securities   Unexercised
                                                             Underlying             In-the-Money
                                                             Unexercised Options    Options
                                                             at 12/31/01 (#)        at 12/31/01 ($)
                             Shares
                             Acquired on       Value         Exercisable/           Exercisable/
Name                         Exercise (#)      Realized ($)  Unexercisable          Unexercisable (1)

<S>                          <C>               <C>           <C>                    <C>
William N. Smith             14,120            $167,922      70,780/10,000          $309,705/$0

George A. Morgan             11,584            $142,564      45,116/6,700           $194,140/$0

<FN>

<F1> Value is based on the difference between the fair market value of the
     securities underlying the options and the exercise price of the options
     at December 31, 2001. The actual amount, if any, realized upon the
     exercise of stock options will depend upon the market value of the
     Company's common stock relative to the exercise price per share of the
     optioned stock at the time the stock option is exercised.

</FN>

</TABLE>

                           Employment Arrangements

The Company and the subsidiary Bank have entered into agreements with William
N. Smith and George A. Morgan which provide that if a "change of control" of
the Company or the subsidiary Bank should occur, Mr. Smith and Mr. Morgan
will be entitled to continued employment by the Company and the subsidiary
Bank for a minimum of five years following the "change of control" with the
same position and duties held at the time of a "change of control" and at
salaries which are no less than those in effect at the time the "change of
control" occurs. If, within five years of a "change of control", the Company
or the subsidiary Bank should terminate Mr. Smith's or Mr. Morgan's
employment for reasons other than "cause" or disability or if Mr. Smith or
Mr. Morgan should resign for "good reason" he would be entitled to a lump sum
termination payment equal to three times his annual compensation plus, if
applicable, a grossed up amount so that the after tax amount is equal to any
excise tax imposed on such termination payment pursuant to Internal Revenue
Code Section 4999. The lump sum payments to the executives under these
agreements in the event of a change in control, as defined in the agreements,
and termination of the executive's employment, would be as follows: Mr. Smith
$761,640; and Mr. Morgan $500,640.

                        Compensation Pursuant To Plans

Retirement Plan

The following table shows the estimated annual benefits payable upon
retirement under the pension plans of the subsidiary Bank based on specific
compensation and years of service classifications.

           Estimated Annual Benefits For Years Of Service Indicated

Highest 5-Year Average   20 Years   30 Years    40 Years
Base Compensation        Service    Service     Service

   $ 25,000              $  6,300   $  9,450    $ 12,588
     50,000                13,853     20,780      27,368
     75,000                22,603     33,905      44,243
    100,000                31,353     47,030      61,118
    125,000                40,103     60,155      77,993
    150,000                48,853     73,280      94,868
    175,000                57,603     86,405     111,743
    200,000                66,353     99,530     128,618
    225,000                75,103    112,655     145,493
    250,000                83,853    125,780     162,368
    275,000                92,603    138,905     179,243
    300,000               101,353    152,030     196,118

The subsidiary Bank has a non-contributory defined benefit Retirement Plan by
participation in the New York State Bankers Retirement System. This Plan
covers all employees of the Bank age 21 years, and less than 65 years, with
more than one year of service who complete 1,000 or more hours of service
during the year. Benefits are based on the number of years of service and
salary at retirement. An employee becomes fully vested in the Plan after five
years of service. The amount of contributions, payment, or accrual in respect
to a specified person, is not and cannot readily be separately or
individually calculated by the actuaries of the Plan. During 2001, the
aggregate amount expensed for retirement contributions to the Plan equaled
approximately 2.26% of the total covered remuneration paid to participants in
the Plan. In addition, the subsidiary Bank has entered into an agreement with
William N. Smith whereby the subsidiary Bank has agreed to pay Mr. Smith a
supplemental retirement benefit equivalent to the excess of the benefit he
would receive under the Plan if the compensation limitations provided by
Section 401(a) (17) of the Internal Revenue Code did not exist over his Plan
benefit. The Agreement also provides that, for purposes of computing the
supplemental benefit payable to Mr. Smith, he will receive credit for an
additional ten years of service beyond his actual service with the subsidiary
Bank and the Company. Mr. Smith's supplemental retirement benefit under this
Agreement is only payable on his termination of employment on or after his
normal retirement date, his earlier death or disability or if his employment
terminates within four years of a change in control of the Company or the
subsidiary Bank. The subsidiary Bank has purchased a life insurance policy on
Mr. Smith's life so that it will have funds available to satisfy its
obligations under this Agreement. This life insurance is held in a so-called
"Rabbi" trust but

                                     -16-

<PAGE>

is available to the creditors of the subsidiary Bank. Under the Plan, as
supplemented by the Agreement, each participant who retires at age 65 is
entitled to receive an annual retirement income for life equal to 1.75% of
the average of the highest consecutive five years of compensation during his
or her career (average compensation) times creditable service up to 35 years,
plus 1.25% of the average compensation times creditable service in excess of
35 years (up to five such years), less .49% of the final three year average
compensation (limited to covered compensation, which is defined as the
average of the individual's last 35 years of taxable social security wage
base) times creditable service up to 35 years. Estimated annual benefits to
individual employees for the years of service indicated, exclusive of social
security benefits, are shown in the preceding table. (The Plan and the
Agreement contain provisions for optional benefits of equivalent actuarial
value which may be elected by the employee). As of December 31, 2001, William
N. Smith had 26 years of credited service with the subsidiary Bank and George
A. Morgan had 34 years.

Profit Sharing Plan

The subsidiary Bank has a deferred profit sharing plan. At present, the
profit sharing plan provides for annual contributions, if any, by the
subsidiary Bank at the discretion of the Board of Directors. Employees are
eligible to participate in the profit sharing plan after completing one year
of service with the subsidiary Bank and having reached age 21 years.
Contributions on behalf of participating employees are allocated to
participants' shares in proportion to their annual compensation. Amounts
expensed for deferred profit sharing plan contributions are included in the
above summary compensation table. Participants are fully vested over a six
year period. Contributions are invested and administered by the subsidiary
Bank as sole trustee and administrator. In addition, the Agreement between
William N. Smith and the subsidiary Bank provides that Mr. Smith will receive
credit in an account maintained on the books of the subsidiary Bank for an
amount equal to the difference between the amount actually credited to Mr.
Smith's account under the profit sharing plan and the contribution he would
have received without regard to the compensation limitations of Section 401
(a)(17) of the Internal Revenue Code. The balance in Mr. Smith's supplemental
profit sharing account is payable on his termination of employment on or
after his normal retirement date, his earlier death or disability or if his
employment terminates within four years of a change in control of the Company
or the subsidiary Bank. The subsidiary Bank is contributing money to the
"Rabbi" trust previously referred to so that it will have funds available to
satisfy its obligation under the Agreement to pay Mr. Smith supplemental
profit sharing benefits.

Director Fees Plan

The subsidiary Bank has a deferred fees plan for directors. This plan allows
directors the election to defer the receipt of meeting fees to a future date.
Deferred fees are credited, together with interest accruing thereon, to a
separate liability account. Interest is credited annually at a rate of
twenty-five basis points above the six month Treasury Bill average discounted
rate for the year. The balance of any account is payable to the director, or
to his designated beneficiaries, in a lump sum or in up to ten annual
installments, at the election of the director. Payments begin on a date
specified by the director or upon his termination as a director of the
subsidiary Bank, whichever is applicable.

Stock Option Plan

The Company has a Stock Option Plan, approved by shareholders on October 20,
1998, that provides for the award of both incentive stock options and
nonqualified stock options to executive officers and key employees of the
Company. The Stock Option Plan is administered by the Compensation Committee
of the Company's Board of Directors. Options to acquire the Company's common
stock awarded under the Stock Option Plan may be exercised for periods of up
to 10 years from the date of the grant. No shares of the Company's common
stock remain available for the award of options under the Stock Option Plan.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

Principal Beneficial Owners Common Stock

As of December 31, 2001, the Trust Department of the Bank held, in various
fiduciary capacities, 11,000 shares of the Company's common stock as
co-trustee and 12,250 shares of the Company's common stock as sole trustee.
Management does not exercise voting power over these shares. These holdings
represent 1.02% of the total shares outstanding as of December 31, 2001.

The following table sets forth, as of December 31, 2001, the amount and
percentage of the common stock of the Company beneficially owned by each
director and by all directors and principal officers as a group.

Name of Individual or     Shares of Company Common          Percent of
Identity of Group         Stock Owned                       Class

Robert L. Maider          16,830 (1)                        0.74

John C. Miller            75,000                            3.29

George A. Morgan          46,700 (2)                        2.01

Frank E. Perrella         52,076 (3)                        2.29

William N. Smith          74,900 (4)                        3.19

Brian K. Hanaburgh         2,317 (5)                        0.10

Clark D. Subik             7,639 (6)                        0.34

Deborah H. Rose            7,099 (7)                        0.31

Theodore E. Hoye, III     11,449 (8)                        0.50

Timothy E. Delaney         8,895 (9)                        0.39

Richard D. Ruby            4,822 (10)                       0.21

                                     -17-

<PAGE>

All Directors and Principal Officers
of the Company as a Group (12 persons)               318,051 (11)         13.25

Except as otherwise noted, none of the named individuals shares with another
person either voting or investment power as to the shares reported.

(1) Includes 1,077 shares owned individually by his spouse.

(2) Includes 45,116 shares issuable upon the exercise of exercisable stock
options.

(3) Includes 51,000 shares owned individually by his spouse and 600 shares
owned by his spouse as custodian..

(4) Includes 70,780 shares issuable upon the exercise of exercisable stock
options.

(5) Includes 813 shares owned individually by his spouse.

(6) Includes 1,005 shares owned jointly with his spouse.

(7) Includes 502 shares owned jointly with her spouse.

(8) Includes 6,634 shares in the name of First Credit Corporation and 4,140
shares in a Money Purchase and Profit Sharing Plan.

(9) Includes 1,710 shares issuable upon the exercise of exercisable stock
options.

(10) Includes 1,710 shares issuable upon the exercise of exercisable stock
options.

(11) Includes 126,066 shares issuable upon the exercise of exercisable stock
options.

ITEM 13. Certain Relationships and Related Transactions

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

PART IV.

ITEM 14. 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, 2001, are incorporated herein by reference:

Independent Auditors' Report
Financial Statements (Consolidated)
Statements of Condition - December 31, 2001 and 2000
Statements of Income - Years ended December 31, 2001, 2000 and 1999
Statements of Changes in Stockholders' Equity - Years ended December 31,
2001, 2000, and 1999
Statements of Cash Flows - Years ended December 31, 2001, 2000, and 1999
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)

                Material contracts:

10.1            Agreement for Supplemental Retirement Benefits for William N. Smith
10.2            Stock Option Plan (incorporated by reference)                             (3)
10.3            Change of Control Agreement with William N. Smith
10.4            Change of Control Agreement with George A. Morgan

13.             Annual Report to Security Holders

21.             Subsidiaries of the Registrant

23.             Consent of Independent Certified Public Accountants

</TABLE>

Location

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

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

(3)  Exhibit incorporated by reference to the current report on Form 14-A
     filed by the Company with the SEC on September 18, 1998.

                                     -18-

<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.

                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

13.             Annual Report to Security Holders

21.             Subsidiaries of the Registrant

23.             Consent of Independent Certified Public Accountants

                                     -19-

<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, 2002

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.

Signature                    Title                           Date

By /s/ John C. Miller        Director                        March 25, 2002
___________________________
John C. Miller


By /s/ Frank E. Perrella     Director                        March 25, 2002
___________________________
Frank E. Perrella


By /s/ Robert L. Maider      Director                        March 25, 2002
___________________________
Robert L. Maider


By /s/ William N. Smith      Chairman of the Board,          March 25, 2002
___________________________  President and Chief Executive
William N. Smith             Officer (chief executive
                             officer)

By /s/ George A. Morgan      Vice President and Secretary    March 25, 2002
___________________________  (principal financial and
George A. Morgan             accounting officer) and
                             Director


By /s/ Brian K. Hanaburgh    Director                        March 25, 2002
___________________________
Brian K. Hanaburgh


By /s/ Clark D. Subik        Director                        March 25, 2002
___________________________
Clark D. Subik


By /s/ Deborah H. Rose       Director                        March 25, 2002
___________________________
Deborah H. Rose


By /s/ Theodore E. Hoye III  Director                        March 25, 2002
___________________________
Theodore E. Hoye III


By /s/ Timothy E. Delaney    Director                        March 25, 2002
___________________________
Timothy E. Delaney


By /s/ Richard D. Ruby       Director                        March 25, 2002
___________________________
Richard D. Ruby

                                     -20-