<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008

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

            FOR THE TRANSITION PERIOD FROM __________ TO __________

                         Commission file number 0-30665

                          CNB Financial Services, Inc.
             (Exact Name of Registrant as specified in its charter)

<TABLE>
<S>                                         <C>
              West Virginia                              55-0773918
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)
</TABLE>

<TABLE>
<S>                                                         <C>
101 S. Washington Street, Berkeley Springs, WV                25411
   (Address of principal executive offices)                 (Zip Code)
</TABLE>

Issuer's telephone number, (304) 258 - 1520

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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]   Accelerated filer [ ]
Non-accelerated filer [ ]     Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 YES [ ] NO [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 451,049 shares of common stock,
par value $1 per share, as of May 14, 2008.

<PAGE>

                          CNB FINANCIAL SERVICES, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
PART 1: FINANCIAL INFORMATION
   Item 1.  Financial Statements
            Consolidated Statements of Financial Condition as of
               March 31, 2008 (Unaudited) and December 31, 2007..........      3
            Consolidated Statements of Income for the Three Months
               ended March 31, 2008 and 2007 (Unaudited).................      4
            Consolidated Statements of Changes in Shareholders' Equity
               for the Three Months Ended March 31, 2008 (Unaudited)
               and the Year Ended December 31, 2007......................      5
            Consolidated Statements of Cash Flows for the Three Months
            Ended March 31, 2008 and 2007 (Unaudited)....................      6
            Notes to Consolidated Financial Statements (Unaudited).......      7
   Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations for the Three
               Months ended March 31, 2008...............................     15
   Item 3.  Quantitative and Qualitative Disclosures about Market Risk...     23
   Item 4.  Controls and Procedures......................................     24
PART II:    OTHER INFORMATION
   Item 1.  Legal Proceedings............................................     25
   Item 1a. Risk Factors.................................................     25
   Item 6.  Exhibits and Reports on Form 8-K.............................     25
            SIGNATURES...................................................     26
</TABLE>

                           Forward-Looking Statements

          The Private Securities Litigation Reform Act of 1995 indicates that
the disclosure of forward-looking information is desirable for investors and
encourages such disclosure by providing a safe harbor for forward-looking
statements that involve risk and uncertainty. All statements other than
statements of historical fact included in this Form 10-Q including statements in
Management's Discussion and Analysis of Financial Condition and Results of
Operations are, or may be deemed to be, forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. In order to comply with the terms of the safe
harbor, CNB notes that a variety of factors could cause CNB's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in those forward-looking statements. These factors could
include the following possibilities: (1) competitive pressures among depository
and other financial institutions may increase significantly; (2) changes in the
interest rate environment may reduce margins; (3) general economic conditions
may become unfavorable resulting in reduced credit quality or demand for loans;
(4) legislative or regulatory changes could increase expenses; and (5)
competitors may have greater financial resources and develop products that
enable them to compete more successfully than CNB. Additionally, consideration
should be given to the cautionary language contained elsewhere in this Form 10-Q
and in the section on "Risk Factors," Item 1A in the company's Annual Report to
Shareholders on Form 10-K.


                                        2
<PAGE>

                   CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                   MARCH 31,    DECEMBER 31,
                                                                     2008           2007
                                                                 ------------   ------------
                                                                  (Unaudited)     (Audited)
<S>                                                              <C>            <C>
                              ASSETS
Cash and due from banks                                          $  5,832,687   $  7,791,093
Securities available for sale
   (at approximate market value)                                   55,582,028     66,017,231
Federal Home Loan Bank stock, at cost                               2,345,300      2,623,600
Loans and lease receivable, net                                   200,823,577    202,668,845
Accrued interest receivable                                         1,262,807      1,406,804
Foreclosed real estate (held for sale), net                           239,805        150,845
Premises and equipment, net                                         6,021,819      6,111,273
Deferred income taxes                                                 901,381        927,843
Cash surrender value of life insurance                              1,497,014      1,491,093
Intangible assets                                                     357,782        385,661
Other assets                                                          618,482        841,156
                                                                 ------------   ------------
      TOTAL ASSETS                                               $275,482,682   $290,415,444
                                                                 ============   ============
             LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
   Deposits:
      Demand                                                     $ 41,382,712   $ 42,690,898
      Interest-bearing demand                                      35,212,728     35,278,551
      Savings                                                      24,010,126     23,462,625
      Time, $100,000 and over                                      46,482,941     44,493,979
      Other time                                                   79,608,286     80,718,661
                                                                 ------------   ------------
                                                                 $226,696,793   $226,644,714
   Accrued interest payable                                         1,189,683      1,281,166
   FHLB borrowings                                                 20,700,000     37,500,000
   Accrued expenses and other liabilities                           3,117,746      2,168,119
                                                                 ------------   ------------
      TOTAL LIABILITIES                                          $251,704,222   $267,593,999
                                                                 ------------   ------------
SHAREHOLDERS' EQUITY
   Common stock, $1 par value; 5,000,000  shares
      authorized; 458,048 shares issued at March 31, 2008 and
      December 31, 2007 and 454,949 outstanding at
      March 31, 2008 and December 31, 2007                       $    458,048   $    458,048
   Capital surplus                                                  4,163,592      4,163,592
   Retained earnings                                               19,934,674     19,155,244
   Accumulated other comprehensive income (loss)                     (570,221)      (747,806)
                                                                 ------------   ------------
                                                                 $ 23,986,093   $ 23,029,078
   Less treasury stock, at cost, 3,099 shares in 2007 and 2008       (207,633)      (207,633)
                                                                 ------------   ------------
      TOTAL SHAREHOLDERS' EQUITY                                 $ 23,778,460   $ 22,821,445
                                                                 ------------   ------------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $275,482,682   $290,415,444
                                                                 ============   ============
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.


                                        3

<PAGE>

                   CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                           MARCH 31,
                                                    -----------------------
                                                       2008         2007
                                                    ----------   ----------
<S>                                                 <C>          <C>
INTEREST INCOME
   Interest and fees on loans                       $3,616,728   $3,657,862
   Interest and dividends on securities
      U.S. Government agencies and
         corporations                                  221,488      331,078
      Corporate bonds                                   55,078           --
      Mortgage backed securities                       318,844      102,402
      State and political subdivisions                 110,479      103,512
      Dividend income                                   27,797       26,570
   Interest on FHLB deposits                               851          483
   Interest on federal funds sold                           --        8,153
                                                    ----------   ----------
                                                    $4,351,265   $4,230,060
                                                    ----------   ----------
INTEREST EXPENSE
   Interest on interest bearing demand,
      savings and time deposits                     $1,522,302   $1,611,881
   Interest on FHLB borrowings                         270,589      224,461
                                                    ----------   ----------
                                                    $1,792,891   $1,836,342
                                                    ----------   ----------
         NET INTEREST INCOME                        $2,558,374   $2,393,718
PROVISION FOR LOAN LOSSES                              105,000       62,499
                                                    ----------   ----------
         NET INTEREST INCOME AFTER
            PROVISION FOR LOAN LOSSES               $2,453,374   $2,331,219
                                                    ----------   ----------
NONINTEREST INCOME
   Service charges on deposit accounts              $  330,541   $  303,346
   Other service charges, commissions
      and fees                                         200,278      183,074
   Other operating income                               20,299       18,786
   Net gain on sales of loans                           26,587       26,216
   Income from title company                             3,728        3,144
                                                    ----------   ----------
                                                    $  581,433   $  534,566
                                                    ----------   ----------
NONINTEREST EXPENSES
   Salaries                                         $  752,563   $  742,601
   Employee benefits                                   342,578      324,230
   Occupancy of premises                               118,687      128,978
   Furniture and equipment expense                     206,038      208,674
   Other operating expenses                            538,962      508,684
   Net (gain) loss on sale and calls of
      securities                                       (89,941)       2,117
   Net loss on disposal of premises and equipment           --        1,046
   Net loss on other real estate owned                     484           --
                                                    ----------   ----------
                                                    $1,869,371   $1,916,330
                                                    ----------   ----------
         INCOME BEFORE INCOME TAXES                 $1,165,436   $  949,455
PROVISION FOR INCOME TAXES                             386,006      323,318
                                                    ----------   ----------
            NET INCOME                              $  779,430   $  626,137
                                                    ==========   ==========
BASIC EARNINGS PER SHARE                            $     1.71   $     1.37
                                                    ==========   ==========
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.


                                        4

<PAGE>

                   CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                    ACCUMULATED
                                                                                       OTHER           TOTAL
                                  COMMON     TREASURY     CAPITAL      RETAINED    COMPREHENSIVE   SHAREHOLDERS'
                                   STOCK      STOCK       SURPLUS      EARNINGS        INCOME          EQUITY
                                 --------   ---------   ----------   -----------   -------------   -------------
<S>                              <C>        <C>         <C>          <C>           <C>             <C>
BALANCE, JANUARY 1, 2007         $458,048   $      --   $4,163,592   $17,421,402    $(1,720,780)    $20,322,262
                                                                                                    -----------
Comprehensive income:
   Net income for three months
      ended March 31, 2007             --          --           --       626,137             --         626,137
   Change in unrealized gains
      (losses) on securities
      available for sale
      (net of tax of $30,910)          --          --           --            --         50,431          50,431
                                                                                                    -----------
Total Comprehensive Income                                                                              676,568
                                 --------   ---------   ----------   -----------    -----------     -----------
BALANCE, MARCH 31, 2007          $458,048   $      --   $4,163,592   $18,047,539    $(1,670,349)    $20,998,830
                                 ========   =========   ==========   ===========    ===========     ===========
BALANCE, JANUARY 1, 2008         $458,048   $(207,633)  $4,163,592   $19,155,244    $  (747,806)    $22,821,445
                                                                                                    -----------
Comprehensive income:
   Net income for three months
      ended March 31, 2008             --          --           --       779,430             --         779,430
   Change in unrealized gains
      (losses) on securities
      available for sale
      (net of tax of $108,842)         --          --           --            --        177,585         177,585
                                                                                                    -----------
Total Comprehensive Income                                                                              957,015
                                 --------   ---------   ----------   -----------    -----------     -----------
BALANCE, MARCH 31, 2008          $458,048   $(207,633)  $4,163,592   $19,934,674    $  (570,221)    $23,778,460
                                 ========   =========   ==========   ===========    ===========     ===========
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.


                                        5
<PAGE>

           CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                                MARCH 31,
                                                                       --------------------------
                                                                         2008             2007
                                                                       ------------   -----------
<S>                                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                             $    779,430   $   626,137
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization on premises, equipment and software        143,829       142,075
   Provision for loan losses                                                105,000        62,499
   Deferred income taxes                                                    (82,380)      (61,522)
   Net (gain) loss on sale of securities                                    (89,941)        2,118
   Loss on sale of real estate owned                                            484            --
   Net loss on disposal of premises and equipment                                --         1,045
   Net (gain) on loans sold                                                 (26,587)      (26,216)
   Loans originated for sale                                             (2,225,150)   (1,670,200)
   Proceeds from loans sold                                               2,251,737     1,696,416
   Decrease in accrued interest receivable                                  143,997        82,615
   Decrease in other assets                                                 159,813       266,704
   Increase (decrease) in accrued interest payable                          (91,483)      109,221
   Increase in accrued expenses and other liabilities                     1,027,816       329,357
   Amortization of deferred loan (fees) cost                                 11,722        20,792
   Amortization (accretion) of premium and discount on investments           (5,273)        8,043
                                                                       ------------   -----------
      NET CASH PROVIDED BY OPERATING ACTIVITIES                        $  2,103,014   $ 1,589,084
                                                                       ------------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net decrease in loans, not originated for sale                      $  1,493,541   $ 1,504,555
   Proceeds from sales of securities                                      2,803,399     1,753,618
   Proceeds from maturities, repayments and calls of securities          22,537,318       570,343
   Purchases of securities                                              (14,524,605)      (99,560)
   Purchases of Federal Home Loan Bank stock                               (528,000)     (240,000)
   Redemptions of Federal Home Loan Bank stock                              806,300       544,700
   Purchases of premises, equipment and software                            (41,092)      (73,365)
   Proceeds from sale of real estate owned                                  150,361            --
   Costs to acquire foreclosed real estate                                   (4,800)           --
   Net (increase) in federal funds sold                                          --    (1,676,000)
   Premiums paid on life insurance                                           (5,921)       (5,921)
                                                                       ------------   -----------
      NET CASH PROVIDED BY INVESTING ACTIVITIES                        $ 12,686,501   $ 2,278,370
                                                                       ------------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net (decrease) in demand and savings deposits                       $   (826,508)  $(2,118,969)
   Net increase in time deposits                                            878,587     7,033,354
   Net (decrease) in FHLB borrowings                                    (16,800,000)   (8,000,000)
                                                                       ------------   -----------
      NET CASH (USED IN) FINANCING ACTIVITIES                          $(16,747,921)  $(3,085,615)
                                                                       ------------   -----------
      NET INCREASE  (DECREASE)  IN CASH AND CASH EQUIVALENTS           $ (1,958,406)  $   781,839
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                            7,791,093     7,358,773
                                                                       ------------   -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $  5,832,687   $ 8,140,612
                                                                       ============   ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period:
      Interest                                                         $  1,884,374   $ 1,727,121
      Income taxes                                                     $        150   $        --
   Net transfer to foreclosed real estate, held for sale
      from loans receivable                                            $    235,005   $        --
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.


                                        6

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1. Basis of Presentation and Contingencies

          In the opinion of CNB Financial Services, Inc. ("CNB" or the
"Company"), the accompanying unaudited consolidated financial statements contain
all adjustments (consisting of only normal recurring accruals) necessary for a
fair presentation of CNB's financial condition as of March 31, 2008 and the
results of operations for the three months ended March 31, 2008 and 2007,
changes in shareholders' equity and cash flows for the three months ended March
31, 2008 and 2007.

          The accompanying unaudited financial statements have been prepared in
accordance with the instructions for Form 10-Q. These financial statements
should be read in conjunction with the audited consolidated financial statements
and the notes included in CNB's Annual Report for the year ended December 31,
2007.

          In the ordinary course of business, the company and its subsidiary are
involved in various legal proceedings. In the opinion of the management of CNB,
there are no proceedings pending to which CNB is a party or to which its
property is subject, which, if determined adversely to CNB, would be material in
relation to CNB's financial condition. There are no proceedings pending other
than ordinary routine litigation incident to the business of CNB. In addition,
no material proceedings are pending or are known to be threatened or
contemplated against CNB by government authorities.

          Earnings per share have been computed based on the following weighted
average shares outstanding:

<TABLE>
<CAPTION>
                 3/31/2008   3/31/2007
                 ---------   ---------
<S>              <C>         <C>
Quarter ending    454,949     458,048
</TABLE>


                                        7

<PAGE>

Note 2. Securities

          The amortized cost and estimated market value of debt securities at
March 31, 2008 and December 31, 2007 by contractual maturity are shown below.
Expected maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties.

          Securities are summarized as follows:

<TABLE>
<CAPTION>
                                                             MARCH 31, 2008                       WEIGHTED
                                          ---------------------------------------------------      AVERAGE
                                                           GROSS        GROSS      ESTIMATED         TAX
                                           AMORTIZED    UNREALIZED   UNREALIZED       FAIR       EQUIVALENT
                                              COST         GAINS       LOSSES        VALUE          YIELD
                                          -----------   ----------   ----------   -----------    ----------
<S>                                       <C>           <C>          <C>          <C>            <C>
Available for sale:
   U.S. Government agencies and
      corporations
      Within one year                     $ 2,089,457    $  4,793     $     --    $ 2,094,250       3.42%
      After 1 but within 5 years            2,639,550      22,200           --      2,661,750       3.95
      After 5 but within 10 years           5,737,045      46,507           --      5,783,552       4.63
                                          -----------    --------     --------    -----------
                                          $10,466,052    $ 73,500     $     --    $10,539,552       4.21%
                                          -----------    --------     --------    -----------
   Corporate Bonds
      After 1 but within 5 years          $   465,297    $     --     $    767    $   464,530       5.89%
      After 5 but within 10 years           5,474,948          --      213,003      5,261,945       5.47
                                          -----------    --------     --------    -----------
                                          $ 5,940,245    $     --     $213,770      5,726,475       5.51%
                                          -----------    --------     --------    -----------
   States and political subdivisions
      Within one year                     $ 1,427,156    $  1,167     $    409    $ 1,427,914       2.82%
      After 1 but within 5 years            3,594,903      20,349        4,572      3,610,680       3.26
      After 5 but within 10 years           9,401,784      38,640       54,006      9,386,418       3.51
                                          -----------    --------     --------    -----------
                                          $14,423,843    $ 60,156     $ 58,987    $14,425,012       3.38%
                                          -----------    --------     --------    -----------
   Mortgage backed securities:
      Government issued or guaranteed     $14,649,524    $297,565     $  5,129    $14,941,960       5.37%
                                          -----------    --------     --------    -----------
   Collateralized mortgage obligations:
      Government issued or guaranteed     $ 7,946,412    $245,635     $ 38,622    $ 8,153,425       5.26%
      Privately issued                      1,886,143          --       90,539      1,795,604       5.89
                                          -----------    --------     --------    -----------
                                          $ 9,832,555    $245,635     $129,161    $ 9,949,029       5.38%
                                          -----------    --------     --------    -----------
Total securities available for sale       $55,312,219    $676,856     $407,047    $55,582,028       4.65%
                                          ===========    ========     ========    ===========
Restricted:
   Federal Home Loan Bank stock           $ 2,345,300    $     --     $     --      2,345,300       5.00%
                                          ===========    ========     ========    ===========
</TABLE>


                                        8

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 2. Securities (continued)

<TABLE>
<CAPTION>
                                                           DECEMBER 31, 2007                      WEIGHTED
                                          ---------------------------------------------------      AVERAGE
                                                           GROSS        GROSS      ESTIMATED         TAX
                                           AMORTIZED    UNREALIZED   UNREALIZED       FAIR       EQUIVALENT
                                              COST        GAINS        LOSSES        VALUE          YIELD
                                          -----------   ----------   ----------   -----------    ----------
<S>                                       <C>           <C>          <C>          <C>            <C>
Available for sale:
   U.S. Government agencies and
      corporations
      Within one year                     $13,892,949    $ 21,851     $  4,802    $13,909,998       4.58%
      After 1 but within 5 years           15,236,652      33,176       31,057     15,238,771       4.09
      After 5 but within 10 years           1,987,371      33,929           --      2,021,300       5.86
                                          -----------    --------     --------    -----------
                                          $31,116,972    $ 88,956     $ 35,859    $31,170,069       4.42%
                                          -----------    --------     --------    -----------
   States and political subdivisions
      Within one year                     $   551,482    $    311     $  1,711    $   550,082       2.85%
      After 1 but within 5 years            2,064,702      24,344       22,266      2,066,780       3.40
      After 5 but within 10 years           8,990,636       2,330      132,262      8,860,704       3.55
                                          -----------    --------     --------    -----------
                                          $11,606,820    $ 26,985     $156,239    $11,477,566       3.49%
                                          -----------    --------     --------    -----------
   Mortgage backed securities:
      Government issued or guaranteed     $14,149,889    $ 86,271     $ 97,135    $14,139,025       5.37%
                                          -----------    --------     --------    -----------
   Collateralized mortgage obligations:
      Government issued or guaranteed     $ 7,236,286    $ 80,871     $  7,907    $ 7,309,250       5.54%
      Privately issued                      1,923,882      12,116       14,677      1,921,321       5.92
                                          -----------    --------     --------    -----------
                                          $ 9,160,168    $ 92,987     $ 22,584    $ 9,230,571       5.62%
                                          -----------    --------     --------    -----------
Total securities available for sale       $66,033,849    $295,199     $311,817    $66,017,231       4.63%
                                          ===========    ========     ========    ===========
Restricted:
   Federal Home Loan Bank stock           $ 2,623,600    $     --     $     --    $ 2,623,600       6.00%
                                          ===========    ========     ========    ===========
</TABLE>

          The fair value of securities pledged to secure public deposits and for
other purposes as required or permitted by law totaled $14,969,567 at March 31,
2008 and $19,138,493 at December 31, 2007.

          Proceeds from sales of securities available for sale (excluding
maturities and calls) during the three months ended March 31, 2008 and 2007 were
$2,803,399 and $1,753,618, respectively. Gross gains (losses) of $55,278 and
$(0) during the three months ended March 31, 2008 on respective sales of
securities and $885 and $(3,002) for the three months ended March 31, 2007 were
realized on the respective sales. Gross gains of $34,663 and $0 during the three
months ended March 31, 2008 and 2007, respectively were realized on called
securities.


                                        9
<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 2. Securities (continued)

          The following tables show our investments' gross unrealized losses and
fair value, aggregated by investment category and length of time that individual
securities have been in a continuous unrealized loss position, at March 31, 2008
and December 31, 2007.

          Securities are summarized as follows:

<TABLE>
<CAPTION>
                                                                    MARCH 31, 2008
                                       ---------------------------------------------------------------------------
                                          LESS THAN 12 MONTHS       12 MONTHS OR MORE               TOTAL
                                       ------------------------   ---------------------   ------------------------
                                           FAIR      UNREALIZED     FAIR     UNREALIZED      FAIR       UNREALIZED
DESCRIPTION OF SECURITIES                 VALUE        LOSSES       VALUE      LOSSES        VALUE        LOSSES
-------------------------              -----------   ----------   --------   ----------   -----------   ----------
<S>                                    <C>           <C>          <C>        <C>          <C>           <C>
Corporate bonds                        $ 5,726,475    $213,770    $     --     $   --     $ 5,726,475   $213,770
State and political subdivisions         6,295,281      55,591     215,992      3,396       6,511,273     58,987
Mortgage backed securities:
   Government issued or guaranteed              --          --     543,326      5,129         543,326      5,129
                                       -----------    --------    --------     ------     -----------   --------
Collateralized mortgage obligations:
   Government issued or guaranteed       1,318,237      38,622          --         --       1,318,237     38,622
   Privately issued                      1,795,604      90,539          --         --       1,795,604     90,539
                                       -----------    --------    --------     ------     -----------   --------
Total temporarily impaired
   securities                          $15,135,597    $398,522    $759,318     $8,525     $15,894,915   $407,047
                                       ===========    ========    ========     ======     ===========   ========
</TABLE>

<TABLE>
<CAPTION>
                                                                      DECEMBER 31, 2008
                                       ------------------------------------------------------------------------------
                                          LESS THAN 12 MONTHS         12 MONTHS OR MORE               TOTAL
                                       ------------------------   ------------------------   ------------------------
                                           FAIR      UNREALIZED      FAIR       UNREALIZED      FAIR       UNREALIZED
DESCRIPTION OF SECURITIES                 VALUE        LOSSES        VALUE        LOSSES        VALUE        LOSSES
-------------------------              -----------   ----------   -----------   ----------   -----------   ----------
<S>                                    <C>           <C>          <C>           <C>          <C>           <C>
U.S. Government agencies
   and corporations                    $ 6,999,300     $   700    $12,876,348    $ 35,159    $19,875,648    $ 35,859
State and political subdivisions         2,067,956      24,596      8,102,090     131,643     10,170,046     156,239
Mortgage backed securities:
   Government issued or guaranteed         846,880           4      5,448,594      97,131      6,295,474      97,135
Collateralized mortgage obligations:
   Government issued or guaranteed       1,548,343       7,907             --          --      1,548,343       7,907
   Privately issued                        467,086      14,677             --          --        467,086      14,677
                                       -----------     -------    -----------    --------    -----------    --------
Total temporarily impaired
   securities                          $11,929,565     $47,884    $26,427,032    $263,933    $38,356,597    $311,817
                                       ===========     =======    ===========    ========    ===========    ========
</TABLE>


                                       10

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 3. Loans and Leases Receivable

          Major classifications of loans at March 31, 2008 and December 31,
2007, were as follows:

<TABLE>
<CAPTION>
                                   MARCH 31,    DECEMBER 31,
                                     2008           2007
                                 ------------   ------------
<S>                              <C>            <C>
Loans:
   Real estate                   $140,930,271   $143,012,227
   Commercial real estate          38,145,925     37,587,676
   Consumer                        15,024,503     15,544,183
   Commercial                       8,378,096      8,179,019
   Overdrafts                         165,797        104,240
                                 ------------   ------------
                                 $202,644,592   $204,427,345
Leases                                110,324        112,838
                                 ------------   ------------
                                 $202,754,916   $204,540,183
Net deferred loan fees, costs,
   premiums and discounts             266,097        273,123
Allowance for loan losses          (2,197,436)    (2,144,461)
                                 ------------   ------------
                                 $200,823,577   $202,668,845
                                 ============   ============
</TABLE>

          An analysis of the allowance for possible loan losses is as follows:

<TABLE>
<CAPTION>
                                 MARCH 31,
                          -----------------------   DECEMBER 31,
                             2008           2007        2007
                          ----------   ----------   ------------
<S>                       <C>          <C>          <C>
Balance, Beginning        $2,144,461   $2,131,523    $2,131,523
   Provision charged to
      operations             105,000       62,499       168,999
   Recoveries                 38,366       32,873       183,281
   Loans charged off         (90,391)     (74,790)     (339,342)
                          ----------   ----------    ----------
Balance, Ending           $2,197,436   $2,152,105    $2,144,461
                          ==========   ==========    ==========
</TABLE>


                                       11

<PAGE>

          The following is a summary of information pertaining to impaired
loans:

<TABLE>
<CAPTION>
                                                     MARCH 31,
                                                -------------------   DECEMBER 31,
                                                   2008       2007        2007
                                                ----------   ------   ------------
                                                          (in thousands)
<S>                                             <C>          <C>      <C>
Impaired loans without a valuation allowance    $       --     $--     $       --
Impaired loans with a valuation allowance (1)    1,336,353      --      1,410,100
                                                ----------     ---     ----------
Total impaired loans                            $1,336,353     $--     $1,410,100
                                                ==========     ===     ==========
Valuation allowance related to impaired loans   $  283,676     $--     $  254,680
</TABLE>

(1)  Some of these loans have government agency guarantees reducing the bank's
     exposure by $75,913 for March 31, 2008 and $261,592 for December 31, 2007

<TABLE>
<CAPTION>
                                                   MARCH 31,
                                                ---------------   DECEMBER 31,
                                                  2008     2007       2007
                                                --------   ----   ------------
                                                        (in thousands)
<S>                                             <C>        <C>    <C>
Average investment in impaired loans            $668,177    $--   $705,050
                                                ========    ===   ========
Interest income recognized on impaired loans    $  9,253    $--   $ 85,185
                                                ========    ===   ========
Interest income recognized on a cash basis on
   impaired loans                               $  9,253    $--   $ 85,185
                                                ========    ===   ========
</TABLE>

     Loans are placed on nonaccrual status when, in the judgment of management,
the probability of collection of interest is deemed to be insufficient to
warrant further accrual. When interest accruals are discontinued, interest
credited to income is reversed. Nonaccrual loans are restored to accrual status
when all delinquent principal and interest becomes current or the loan is
considered secured and in the process of collection. Certain loans that are
determined to be sufficiently collateralized may continue to accrue interest
after reaching 90 days past due. A summary of nonperforming assets is as
follows:

<TABLE>
<CAPTION>
                                                               MARCH 31,
                                                         --------------------   DECEMBER 31,
                                                            2008        2007        2007
                                                         ----------   -------   ------------
<S>                                                      <C>          <C>       <C>
Foreclosed real estate (other real estate owned)         $  239,805   $    --    $  150,845
Impaired loans, not on nonaccrual                           707,460        --       847,852
Nonaccrual loans, impaired (1)                              628,893        --       562,248
Nonaccrual loans, not impaired                              541,491    71,496       551,904
Loans past due 90 days or more still accruing interest           --        --            --
                                                         ----------   -------    ----------
   Total non-performing assets                           $2,117,649   $71,496    $2,112,849
                                                         ==========   =======    ==========
</TABLE>

(1)  Some of these loans have government agency guarantees reducing the bank's
     exposure by $75,913 for March 31, 2008 and $261,592 for December 31, 2007


                                       12

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 4. Time Deposits

          At March 31, 2008, the scheduled maturities of time deposits are as
follows:

<TABLE>
<CAPTION>
                            TIME DEPOSITS       ALL TIME
                          $100,000 AND OVER     DEPOSITS
                          -----------------   ------------
<S>                       <C>                 <C>
Within 3 months           $  8,859,224        $ 26,902,388
3 months thru 6 months      10,942,554          26,098,725
6 months thru 12 months      3,877,773          13,395,644
Over 12 months              22,803,390          59,694,470
                          ------------        ------------
                          $ 46,482,941        $126,091,227
                          ============        ============
</TABLE>

Note 5. Federal Home Loan Bank Borrowings

<TABLE>
<CAPTION>
                                          MARCH 31,            DECEMBER 31,
                                  -------------------------   -------------
                                     2008           2007           2007
                                  -----------   -----------   -------------
<S>                               <C>           <C>           <C>
Federal Home Loan Bank advances   $20,700,000   $10,500,000    $37,500,000
</TABLE>

          CNB Bank, Inc. is a member of the Federal Home Loan Bank ("FHLB") of
Pittsburgh and, as such, can take advantage of the FHLB program for overnight
and term advances at published daily rates. At March 31, 2008, the Bank has
short term and long term advances with FHLB. Under the terms of a blanket
collateral agreement, advances from the FHLB are collateralized by qualifying
mortgages and US government agencies and mortgage-backed securities. In
addition, all of the Bank's stock in the FHLB is pledged as collateral for such
debt. Term advances available under this agreement are limited by available and
qualifying collateral and the amount of FHLB stock held by the borrower.

Note 6. Pension Plan

          CNB Bank, Inc. has an obligation under a defined benefit plan covering
all eligible employees. See Note 11 "Pension Plan" to our consolidated financial
statements in our most recently filed Annual Report on Form 10-K for further
information.

          The components of net periodic plan cost charged to operations are as
follows:

<TABLE>
<CAPTION>
                                           MARCH 31,
                                      -------------------
                                        2008       2007
                                      --------   --------
<S>                                   <C>        <C>
Service cost                          $ 66,222   $ 64,882
Interest cost                           73,550     68,638
Expected return on plan assets         (83,598)   (67,471)
Amortization of prior service costs      3,085      3,085
Recognized net actuarial loss           15,476     22,005
                                      --------   --------
   Net periodic plan cost             $ 74,735   $ 91,139
                                      ========   ========
</TABLE>

          There were no employer contributions paid during the quarters ended
March 31, 2008 and 2007.


                                       13

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 7. Supplemental Retirement Plan

          On January 2, 2004, the Bank entered into a nonqualified supplemental
retirement benefit agreement with the President which when fully vested would
pay the President or his beneficiary an amount of $30,000 per year for 10 years
beginning September 11, 2011, if he retires on or after May 29, 2011.
Termination of employment prior to that date other than by reasons of death or
disability will result in a reduced benefit. The expense for the three months
ended March 31, 2008 and 2007 was $9,856.

Note 8. Health Insurance Plan

          Effective January 1, 2005, the Bank changed its health insurance
program to a high deductible plan and concurrently established health
reimbursement accounts for each employee in the plan. The Bank has committed for
2008 to fund $750 for each participant. The expense incurred for the health
reimbursement accounts for the three months ended March 31, 2008 and 2007 was
$13,669 and $13,950, respectively.


                                       14

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

          CNB Financial Services, Inc. ("CNB" or the "Company") was organized
under the laws of West Virginia in March 2000 at the direction of the Board of
Directors of CNB Bank, Inc. formerly Citizens National Bank, (the "Bank") for
the purpose of becoming a financial services holding company. The Company's
primary function is to direct, plan and coordinate the business activities for
the Bank and its subsidiary. We refer to the Company and its subsidiary as
"CNB".

          On August 31, 2000, the Bank, via merger, became a wholly-owned
subsidiary of the Company and the shareholders of the Bank became shareholders
of the Company. Each Bank shareholder received two shares of the Company stock
for each share of the Bank's common stock. The merger was accounted for as a
pooling of interests.

          The Bank was organized on June 20, 1934, and has operated in Berkeley
Springs in Morgan County, West Virginia, as a national banking association
continuously until October 16, 2006, at which time the Bank obtained a West
Virginia state charter and began operating as a state banking association.

          The Bank is a full-service commercial bank conducting general banking
and trust activities through six full-service offices and six automated teller
machines located in Morgan and Berkeley Counties, West Virginia and Washington
County, Maryland.

          The Bank formed CNB Insurance Services, Inc., a wholly owned
subsidiary, which was a property and casualty insurance agency selling primarily
personal lines of insurance. On April 27, 2006, CNB Insurance Services, Inc.
entered into an agreement with Maiden Financial, Inc. Under the terms of the
agreement, which was completed on June 1, 2006, CNB Insurance Services, Inc.
sold to Maiden Financial Inc. certain assets constituting CNB Insurance
Services, Inc.'s insurance business for a purchase price of $153,332 resulting
in a gain of $143,913.

          The following discussion and analysis presents the significant changes
in financial condition and results of operations of CNB for the three months
ended March 31, 2008 and 2007. This discussion may include forward-looking
statements based upon management's expectations. Actual results may differ. We
have rounded amounts and percentages used in this discussion and have based all
average balances on daily averages.

CRITICAL ACCOUNTING POLICIES

          CNB has established various accounting policies which govern the
application of accounting principles generally accepted in the United States of
America in the preparation and presentation of CNB's consolidated financial
statements. The significant accounting policies of CNB are described in "Item 1,
Critical Accounting Policies" and Note 1: Summary of Significant Accounting
Policies of the Consolidated Financial Statements on Form 10-K as of December
31, 2007, and along with the disclosures presented in other financial statement
notes, provide information on how significant assets and liabilities are valued
in the financial statements and how those values are determined. Certain
accounting policies involve significant judgments, assumptions and estimates by
management that have a material impact on the carrying value of certain assets
and liabilities, which management considers to be critical accounting policies.
The judgments, assumptions and estimates used by management are based on
historical experience, knowledge of the accounts and other factors, which are
believed to be reasonable under the circumstances. Because of the nature of the
judgment and assumptions made by management, actual results could differ from
these judgments and estimates, which could have a material impact on the
carrying values of assets and liabilities and the results of operations of the
Company.


                                       15

<PAGE>

          CNB views the determination of the allowance for loan losses as a
critical accounting policy that requires the most significant judgments,
assumptions and estimates used in the preparation of its consolidated financial
statements. For a more detailed discussion on the allowance for loan losses, see
Nonperforming Loans and Allowance For Loan Losses in the Management's Discussion
and Analysis and Allowance for Loan Losses in Note 1: Summary of Significant
Accounting Policies and Note 4: Loans and Leases Receivable in the Notes to
Consolidated Financial Statements in the Form 10-K for December 31, 2007.

EARNINGS SUMMARY

          Net income for the three months ended March 31, 2008 was $779,000 or
$1.71 per share compared to $626,000 or $1.37 per share for the same period in
2007. Annualized return on average assets and average equity were 1.1% and 13.6%
respectively, for the three months ended March 31, 2008, compared with .9% and
12.3%, respectively, for the three months ended March 31, 2007.

          Earnings projections for the remainder of 2008 are expected to be
impacted by the continued slowing in the Bank's loan demand along with the
tightening of the Bank's net interest margin. Other significant factors
affecting the 2008 net income are expenses to be incurred related to the
Sarbanes-Oxley Act which are expected to be approximately $55,000 and the
increased expense of FDIC insurance which is expected to be approximately
$100,000.

NET INTEREST INCOME

          Net interest income represents the primary component of CNB's
earnings. It is the difference between interest and fee income related to
earning assets and interest expense incurred to carry interest-bearing
liabilities. Changes in the volume and mix of interest earning assets and
interest bearing liabilities, as well as changing interest rates, impact net
interest income. To manage these changes, their impact on net interest income
and the risk associated with them, CNB utilizes an ongoing asset/liability
management program. This program includes analysis of the difference between
rate sensitive assets and rate sensitive liabilities, earnings sensitivity to
rate changes, and source and use of funds. A discussion of net interest income
and the factors impacting it is presented below.

          Net interest income for the three months ended March 31, 2008
increased by $165,000 or 6.9% over the same period in 2007. Interest income for
the three months ended March 31, 2008 increased by $121,000 or 2.9% compared to
the same period in 2007, while interest expense decreased by $43,000 or 2.4%
during the three months ended March 31, 2008, as compared to the same period in
the prior year.

          During the first quarter of 2008, the average interest earning assets
increased at a greater pace than average interest bearing liabilities and the
interest expense paid on the liabilities decreased at a greater pace than the
interest earned on the assets resulting in an increase in net interest income
for the three month period ending March 31, 2008.

          During the first quarter of 2008 compared to the same period in 2007,
average net interest earning assets increased $9.5 million or 3.7% while average
net interest bearing liabilities increased $5.5 million or 2.6%. CNB has
continued to experience a shift in the deposit mix from lower yielding demand
and savings deposits to higher yielding time deposits due to higher interest
rates paid on these deposits. Although, the interest rate paid on borrowings
fell 197 basis points along with decreases in all other interest bearing
liabilities except for time deposits which showed a 5 basis point increase, the
shift to higher average balances of time deposits and borrowings played a
significant role in the only slight decrease of 17 basis points in the interest
rate paid on total interest bearing liabilities.

          CNB also experienced a shift in the interest earning assets. The
reason for the shift was the continued slowdown in the housing market and
overall lower loan demand causing an increase in lower yielding taxable
securities. Although, the average yield on all interest earning assets except
federal funds sold increased along with increases in the average balances of all
interest earning assets except for loans, the average interest earned on these
assets decreased by 2 basis points as compared to the same period in the prior
year.

          The 17 basis point decrease in rates paid on average interest bearing
liabilities offset by the 2 basis point decrease in rates earned on average
interest earning assets contributed to the increase in the net interest margin
of 15 basis points while the ratio of net interest income to average interest
earning assets also increased 15 basis points.


                                       16

<PAGE>

          See Table 1 -- Distribution of Assets, Liabilities, and Shareholders'
Equity; Interest Rates and Interest Differential.

          The net interest margin is impacted by the change in the spread
between yields on earning assets and rates paid on interest bearing liabilities.

     TABLE 1. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
                    INTEREST RATES AND INTEREST DIFFERENTIAL

<TABLE>
<CAPTION>
                                                        MARCH 31, 2008                   MARCH 31, 2007
                                                ------------------------------   ------------------------------
                                                  QTR                              QTR
                                                 AVERAGE     QTR       YIELD/     AVERAGE     QTR       YIELD/
                                                 BALANCE   INTEREST   RATE (4)    BALANCE   INTEREST   RATE (4)
                                                --------   --------   --------   --------   --------   --------
                                                                   (IN THOUSANDS OF DOLLARS)
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>
Interest earning assets:
   Federal funds sold                           $     --    $   --      5.05%    $    659    $    8      5.15%
   Securities:
      Taxable                                     51,080       626      4.90       39,904       464      4.65
      Tax-exempt (1)                              12,594       108      5.20       11,676       100      5.19
   Loans (net of unearned interest) (2)(5)(6)    204,360     3,570      6.99      206,265     3,591      6.96
                                                --------    ------      ----     --------    ------      ----
         Total interest earning assets (1)      $268,034    $4,304      6.42%    $258,504    $4,163      6.44%
                                                --------    ------      ----     --------    ------      ----
Nonearning assets:
   Cash and due from banks                      $  6,786                         $  7,797
   Bank premises and equipment, net                6,087                            6,313
   Other assets                                    5,086                            5,313
   Allowance for loan losses                      (2,191)                          (2,160)
                                                --------                         --------
         Total assets                           $283,802                         $275,767
                                                ========                         ========
Interest bearing liabilities:
   Savings deposits                             $ 23,167    $   17      0.29%    $ 26,829    $   33      0.49%
   Time deposits                                 126,027     1,393      4.42      114,869     1,255      4.37
   NOW accounts                                   22,243        66      1.19       37,961       257      2.71
   Money market accounts                          11,927        46      1.54       13,118        67      2.04
   Borrowings                                     31,558       271      3.43       16,605       224      5.40
                                                --------    ------      ----     --------    ------      ----
         Total interest bearing liabilities     $214,922    $1,793      3.34%    $209,382    $1,836      3.51%
                                                --------    ------      ----     --------    ------      ----
Noninterest bearing liabilities:
   Demand deposits                              $ 42,048                         $ 41,522
   Other liabilities                               3,927                            4,432
   Shareholders' equity                           22,905                           20,431
                                                --------                         --------
         Total liabilities and
            shareholders' equity                $283,802                         $275,767
                                                ========                         ========
                                                            ------                           ------
Net interest income (1)                                     $2,511                           $2,327
                                                            ======                           ======
Net interest spread (3)                                                 3.08%                            2.93%
                                                                        ====                             ====
Net interest income to average
      interest earning assets (1)                                       3.75%                            3.60%
                                                                        ====                             ====
</TABLE>

(1)  Yields are expressed on a tax equivalent basis using a 34% tax rate.

(2)  For the purpose of these computations, nonaccruing loans are included in
     the amounts of average loans outstanding.

(3)  Net interest spread is the difference between the weighted average yield on
     interest-earning assets and the weighted average cost of interest-bearing
     liabilities.

(4)  Yields/Rates are expressed on an annualized basis.

(5)  Interest income on loans excludes fees of $46,555 in 2008 and $66,776 in
     2007.

(6)  Interest income on loans includes fees of $23,449 in 2008 and $24,702 in
     2007 from the Business Manager Program, student loans and lease
     receivables.


                                       17
<PAGE>

PROVISION FOR LOAN LOSSES

          The amount charged to provision for loan losses is based on
management's evaluation of the loan portfolio. Management determines the
adequacy of the allowance for loan losses, based on past loan loss experience,
current economic conditions and composition of the loan portfolio. The allowance
for loan losses is the best estimate of management of the probable losses which
have been incurred as of a balance sheet date.

          The provision for loan losses is a charge to earnings which is made to
maintain the allowance for loan losses at a sufficient level. The provision for
loan losses for the three months ended March 31, 2008 and March 31, 2007
amounted to $105,000 and $62,000, respectively. Non performing assets and past
due loans have increased from the same period in 2007. Management believes the
allowance for loan losses is adequate and is not aware of any information
relating to the loan portfolio which it expects will materially impact future
operating results, liquidity or capital resources. In addition, federal
regulators may require an adjustment to the reserves as a result of their
examination of the bank. See "Nonperforming Assets and Allowance for Loan
Losses" for further discussion.

NONINTEREST INCOME

          Noninterest income for the three months ended March 31, 2008 increased
$47,000 or 8.8% to $581,000 from $534,000. The increase in noninterest income
for the three months ended March 31, 2008 is partially a result of increases in
overdraft account fees, debit card fees and trust fee income. The increase in
fees related to overdrafts and debit cards have a direct correlation to the
increased deposit base of the bank. Trust fees increased due to the average
assets under management increasing to $41.7 million, a 4.2% increase over the
same period last year and also a reallocation of trust assets into accounts
earning higher management fees.

NONINTEREST EXPENSES

          Noninterest expenses for the three months ended March 31, 2008,
decreased $47,000 or 2.5%. Salaries increased slightly in the first quarter due
to normal merit increases and a portion of the accrual for the expected 2008
year end bonuses to be paid to all employees. Compared to March 31, 2007, the
Bank has employed eight less full time equivalent employees, one of which was an
executive officer. Other employees who left the Bank's employment during this
period were replaced at a lower salary base. Employee benefits increased during
this same time period due to an increase in the post retirement expense
resulting from increased medical costs offset by a decrease in the pension and
401(k) expense.

          The decrease of $10,000 in other occupancy expense is a result of
building equipment repairs and minor remodeling at the main branch being
performed in the first quarter of 2007. The increase in other operating expenses
for the three months ended March 31, 2008, was due to increases in audit
expense, debit card expense and bad check and other losses. Audit fees increased
due to increased costs associated with the bank's ongoing audit functions and
the additional costs of testing the bank's internal controls in connection with
complying with the Sarbanes-Oxley Act of 2002. The monthly fees for debit cards
continue to increase due to increased costs and volume of usage. Bad check and
other losses increased in the first quarter 2008 due to numerous fraudulent
items the Bank has experienced.

          An additional reason noninterest expenses decreased during the three
month period ending March 31, 2008 is due to the increase in gains on sales of
securities in 2008 compared to 2007.

INCOME TAXES

          The Bank's provision for income taxes increased $63,000 or 19.4% to
$386,000 for the three months ended March 31, 2008. The effective tax rates for
the first quarter of 2008 and 2007 were 33.1% and 34.1%, respectively. The
Bank's income tax expense differs from the amount computed at statutory rates
primarily due to the tax-exempt earnings from certain investment securities and
loans, and non-deductible expenses, such as life insurance premiums.

FINANCIAL CONDITION

          The Bank's total assets as of March 31, 2008 decreased $14.9 million
or 5.1% to $275.5 million from December 31, 2007 due primarily to a $10.4
million decrease in investment securities, a $1.8 million decrease in loans and
a $2.0 million decrease in cash and due from banks. The Bank's total liabilities
decreased $15.9 million or 5.9% to $251.7 million from December 31, 2007 due to
a $16.8 million decrease in borrowings offset by a $950,000 increase in accrued
expenses and other liabilities and a $52,000 increase in deposits. Shareholders'
equity


                                       18

<PAGE>

increased $957,000 to $23.8 million at March 31, 2008, due to net income of
$779,000 and a $178,000 increase in accumulated other comprehensive income. The
$178,000 increase in accumulated other comprehensive income is a direct result
of the increase in market value of available for sale securities. The components
of accumulated other comprehensive income at March 31, 2008 and December 31,
2007, were unrealized gains and losses on available for sale securities, net of
deferred income taxes and unrecognized pension costs, net of deferred income
taxes. The unrealized gains and losses are primarily a function of available
market interest rates relative to the yield being generated on the available for
sale portfolio. No earnings impact results unless the securities are actually
sold. During the third quarter 2007, the Bank instituted a stock repurchase
program to repurchase issued shares of common stock of CNB Financial Services,
Inc. Through this program as of March 31, 2008, the Bank has repurchased 3,099
shares of CNB Financial Services, Inc. common stock reducing shareholders'
equity by $207,633.

LOAN PORTFOLIO

          At March 31, 2008, total loans decreased $1.8 million or .9% to $200.8
million from $202.7 million at December 31, 2007. Beginning in January 2007, the
Bank began selling all fixed rate mortgage loans to secondary market investors.
During the first quarter of 2008, CNB originated and sold $2.2 million of loans
to secondary market investors. The bank continues to experience a slow down in
the loan demand due to the slowdown in the housing market, even though lending
officers continue to be proactive in their marketing effort in the bank's
lending area.

NONPERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

          Nonperforming assets consist of nonaccrual loans, loans which are past
due 90 days or more and still accruing interest, impaired loans and foreclosed
real estate. The following table summarized the Bank's nonperforming assets as
of the periods shown:

<TABLE>
<CAPTION>
                                                                MARCH 31,
                                                         -----------------------   DECEMBER 31,
                                                            2008         2007          2007
                                                         ----------   ----------   ------------
<S>                                                      <C>          <C>           <C>
Impaired loans, not on nonaccrual                           707,460           --       847,852
Nonaccrual loans, impaired (1)                              552,980           --       562,248
Nonaccrual loans, not impaired                              617,404       71,496       551,904
Loans past due 90 days or more still accruing interest           --           --            --
                                                         ----------   ----------    ----------
      Total non-performing loans                         $1,877,844   $   71,496    $1,962,004
                                                         ----------   ----------    ----------
Foreclosed real estate (other real estate owned)         $  239,805   $       --    $  150,845
                                                         ----------   ----------    ----------
      Total nonperforming assets                         $2,117,649   $   71,496    $2,112,849
                                                         ==========   ==========    ==========
   Nonperforming loans/Total loans                             0.94%        0.04%         0.97%
   Nonperforming assets/Total assets                           0.77%        0.03%         0.73%
Allowance for loan losses/Total loans                          1.09%        1.06%         1.05%
</TABLE>

(1)  Some of these loans have government agency guarantees reducing the bank's
     exposure by $75,913 at March 31, 2008 and $261,592 at December 31, 2007.

          As of March 31, 2008, there are nine loans considered to be impaired
with a balance of $1.3 million (net of government agency guarantees) and a
specific allowance of $139,000. As of March 31, 2008, management is aware of
eighteen borrowers who have exhibited weaknesses. Their loans have aggregate
uninsured balances of $2.0 million. A specific allowance of $112,000 related to
these loans has been established as part of the allowance for loan losses. The
loans are collateralized and management anticipates any additional potential
loss would be minimal. The Bank has recently experienced some foreclosure
activity in their mortgage loan portfolio. Although the Bank's mortgage loan
portfolio is well secured, if the Bank needs to go to foreclosure on a property,
the value of the property may possibly be less than the current appraised value
considering the current real estate market. In turn, the Bank may begin to see
future write downs on foreclosed properties.


                                       19

<PAGE>

          The allowance for loan losses is the best estimate by management of
the probable losses which have been incurred as of a balance sheet date.
Management makes this determination quarterly by its analysis of overall loan
quality, changes in the mix and size of the loan portfolio, previous loss
experience, general economic conditions, information about specific borrowers
and other factors. The Bank's methodology for determining the allowance for loan
losses established both an allocated and an unallocated component. The allocated
portion of the allowance represents the results of analyses of individual loans
that the Bank monitors for potential credit problems and pools of loans within
the portfolio. Management bases the allocated portion of the allowance for loans
principally on current loan risk ratings, historical loan loss rates adjusted to
reflect current conditions, as well as analyses of other factors that may have
affected the collectibility of loans in the portfolio. The Bank analyzes all
commercial loans it is monitoring as potential credit problems to determine
whether those loans are impaired, with impairment measured by reference to the
borrowers' collateral values and cash flows.

          The unallocated portion of the allowance for loan losses represents
the results of analyses that measure probable losses inherent in the portfolio
that are not adequately captured in the allocated allowance analyses. These
analyses include consideration of unidentified losses inherent in the portfolio
resulting from changing underwriting criteria, changes in the types and mix of
loans originated, industry concentrations and evaluations, allowance levels
relative to selected overall credit criteria and other economic indicators used
to estimate probable incurred losses. During the first quarter, the Bank
considered the general economic conditions in its market area and the
significant slowdown in the residential housing market. At March 31, 2008, the
Bank had outstanding loans for the development of residential property including
loans for spec homes and subdivisions totaling $10.7 million with an additional
undisbursed commitment of $3.3 million. At March 31, 2008 and December 31, 2007,
the allowance for loan losses totaled $2.2 million and $2.1 million,
respectively. The allowance for loan losses as a percentage of loans was 1.1% as
of March 31, 2008 and December 31, 2007.

          An analysis of the allowance for loan losses is summarized below:

<TABLE>
<CAPTION>
In thousands                       MARCH 31,              DECEMBER 31,
                            ----------------------   ----------------------
                                     2008                     2007
                            ----------------------   ----------------------
                                       PERCENT OF               PERCENT OF
                                     LOANS IN EACH            LOANS IN EACH
                                      CATEGORY TO              CATEGORY TO
                            AMOUNT    TOTAL LOANS    AMOUNT    TOTAL LOANS
                            ------   -------------   ------   -------------
<S>                         <C>      <C>             <C>      <C>
Commercial, financial
   and agriculture          $1,059         22%       $  886         22%
Real estate - residential
   mortgage                    464         69           479         69
Installment and other          298          8           244          8
Impaired loans                 284          1           255          1
Unallocated                     92        N/A           280        N/A
                            ------        ---        ------        ---
       Total                $2,197        100%       $2,144        100%
                            ======        ===        ======        ===
</TABLE>

DEPOSITS

          The Bank's deposits increased $52,000 during the three months ended
March 31, 2008. This increase was reflected in savings accounts and jumbo
certificates of deposit. All other deposit accounts showed decreases for the
three months ending March 31, 2008.

CAPITAL RESOURCES

          Shareholders' equity increased $957,000 or 4.2% during the first three
months of 2008 due to $779,000 in net income and a $178,000 increase in
accumulated other comprehensive income. During the third quarter 2007, the Bank
instituted a stock repurchase program to repurchase issued shares of common
stock of CNB Financial Services, Inc. Through this program as of March 31, 2008,
the Bank has repurchased 3,099 shares of CNB Financial Services, Inc. common
stock reducing shareholders' equity by $207,633. The Bank is subject to various
regulatory capital requirements administered by the banking regulatory agencies.
Under each measure, the Bank was substantially in excess of the minimum
regulatory requirements, and, by definition was "well capitalized" at March 31,
2008. The following table summarizes, as of March 31, 2008, the Bank's capital
ratios.


                                       20

<PAGE>

<TABLE>
<CAPTION>
                           Components   Actual   Required
                           of Capital    Ratio     Ratio
                           ----------   ------   --------
<S>                        <C>          <C>      <C>
Tier 1 Capital               $23,617      8.3%     4.0%
Total Risk Based Capital     $25,780     14.9%     8.0%
</TABLE>

FAIR VALUE MEASUREMENTS

          SFAS No. 157, Fair Value Measurements, defines fair value, establishes
a framework for measuring fair value, establishes a three-level valuation
hierarchy for disclosure of fair value measurement and enhances disclosure
requirements for fair value measurements. The valuation hierarchy is based upon
the transparency of inputs to the valuation of an asset or liability as of the
measurement date. The three levels are defined as follow:

-    Level 1 inputs to the valuation methodology are quoted prices (unadjusted)
     for identical assets or liabilities in active markets.

-    Level 2 inputs to the valuation methodology include quoted prices for
     similar assets and liabilities in active markets, and inputs that are
     observable for the asset or liability, either directly or indirectly, for
     substantially the full term of the financial instrument.

-    Level 3 inputs to the valuation methodology are unobservable and
     significant to the fair value measurement.

          Following is a description of the valuation methodologies used for
instruments measured at fair value, as well as the general classification of
such instruments pursuant to the valuation hierarchy:

     Securities

          Where quoted prices are available in an active market, securities are
classified within level 1 of the valuation hierarchy. Level 1 securities would
include highly liquid government bonds, mortgage products and exchange traded
equities. If quoted market prices are not available, then fair values are
estimated by using pricing models, quoted prices of securities with similar
characteristics, or discounted cash flow. Level 2 securities would include U.S.
agency securities, mortgage-backed agency securities, obligations of states and
political subdivisions and certain corporate, asset backed and other securities.
In certain cases where there is limited activity or less transparency around
inputs to the valuation, securities are classified within Level 3 of the
valuation hierarchy. At March 31, 2008, all of CNB's securities are considered
to be Level 2 securities.

     Loans held for sale

          Loans held for sale which is required to be measured in a lower of
cost or fair value. Under SFAS No. 157, market value is to represent fair value.
Management obtains quotes or bids on all or part of these loans directly from
the purchasing financial institutions. Premiums received or to be received on
the quotes or bids are indicative of the fact that cost is lower than fair
value. At March 31, 2008, CNB did not have any loans held for sale.

     Impaired loans

          SFAS No. 157 applies to loans measured for impairment using the
practical expedients permitted by SFAS No. 114, Accounting by Creditors for
Impairment of a Loan, including impaired loans measured at an observable market
price (if available), or at the fair value of the loan's collateral (if the loan
is collateral dependent). Fair value of the loan's collateral, when the loan is
dependent on collateral, is determined by appraisals or independent valuation
which is then adjusted for the cost related to liquidation of the collateral.

     Other Real Estate Owned

          Certain assets such as other real estate owned (OREO) are measured at
fair value less cost to sell. We believe that the fair value component in its
valuation follows the provisions of SFAS No. 157.


                                       21

<PAGE>

RECENTLY ISSUED ACCOUNTING STANDARDS

          In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements", which defines fair value, establishes a framework for measuring
fair value under GAAP, and expands disclosures about fair value measurements.
SFAS No. 157 applies to other accounting pronouncements that require or permit
fair value measurements. The new guidance is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and for interim
periods within those fiscal years. The adoption of SFAS No. 157 did not have a
material impact on CNB's consolidated financial position, results of operations
and cash flows.

          On September 29, 2006, the FASB issued SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans", which
amends SFAS No. 87 and SFAS No. 106 to require recognition of the over funded or
under funded status of pension and other postretirement benefit plans on the
balance sheet. Under SFAS No. 158, gains and losses, prior service costs and
credits, and any remaining transition amounts under SFAS No. 87 and SFAS No. 106
that have not yet been recognized through net periodic benefit cost will be
recognized in accumulated other comprehensive income, net of tax effects, until
they are amortized as a component of net periodic cost. Under SFAS No. 158, the
measurement date - the date at which the benefit obligation and plan assets is
measured - is required to be the company's fiscal year end. The recognition
requirements of SFAS No. 158 are effective for publicly held companies for
fiscal years ending after December 15, 2006. CNB has implemented SFAS No. 158
effective December 31, 2006 with the exception of the measurement date
requirement. This requirement is effective for fiscal years ending after
December 15, 2008. CNB does not anticipate early adoption of the measurement
date requirement.

          In September 2006, the Emerging Issues Task Force of the FASB (EITF)
issued EITF 06-04. This pronouncement affects the recording of post retirement
costs of insurance of bank owned life insurance policies in instances where the
Company has promised a continuation of life insurance coverage to persons post
retirement. EITF 06-04 requires that a liability equal to the present value of
the cost of post retirement insurance be recorded during the insured employees'
term of service. The terms of this pronouncement require the initial recording
of this liability with a corresponding adjustment to retained earnings to
reflect the implementation of the pronouncement. This EITF becomes effective for
fiscal years ending after December 15, 2007. The adoption of EITF 06-04 did not
impact CNB's consolidated financial condition, results of operations and cash
flows.

          In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities." The fair value option
established by this SFAS permits all entities to choose to measure eligible
items at fair value at specified election dates. A business entity shall report
unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. This SFAS is effective
for fiscal years beginning after November 15, 2007. Early adoption is permitted
as of the fiscal year that begins before November 15, 2007 provided the entity
also elects to apply the provisions of SFAS No. 157, "Fair Value Measurements."
CNB elected not to early adopt SFAS No. 159 or 157. CNB has no current plans to
exercise the fair value option for any eligible items under SFAS No. 159.

          In November 2007, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) 109, "Written Loan Commitments Recorded at Fair Value
Through Earnings." SAB 109 expresses the views of the staff regarding written
loan commitments that are accounted for at fair value through earnings under
generally accepted accounting principles. This SAB supersedes SAB 105 and
expresses the current view of the staff that, consistent with the guidance in
SFAS No. 156, Accounting for Servicing of Financial Assets, and SFAS No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities, the
expected net future cash flows related to the associated servicing of the loan
should be included in the measurement of all written loan commitments that are
accounted for at fair value through earnings. SAB 105 also indicted that the
staff believed that internally-developed intangible assets (such as customer
relationship intangible assets) should not be recorded as part of the fair value
of a derivative loan commitment. This SAB retains that staff view and broadens
its application to all written loan commitments that are accounted for at fair
value through earnings.

          The staff expects registrants to apply the views in Question 1 of SAB
109 on a prospective basis to derivative loan commitments issued or modified in
fiscal quarters beginning after December 15, 2007. The adoption of SAB 109 is
not expected to have a material impact on CNB's financial statements.

          In December 2007, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) 110, "Share Based Payment." SAB 110 expresses the
views of the staff regarding the use of a "simplified" method, as discussed in
SAB 107, in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (revised 2004), "Share-Based Payment."
SAB 110 is effective January 1, 2008. The adoption of SAB 110 did not impact
CNB's financial statements.


                                       22

<PAGE>

          In December 2007, the FASB issued SFAS No. 141(R), "Business
Combinations." This statement replaces SFAS No. 141, "Business Combinations."
This statement retains the fundamental requirements in SFAS 141 that the
acquisition method of accounting be used for all business combinations and for
an acquirer to be identified for each business combination. This SFAS applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The effective date of this Statement is the same as that of
the related Statement No. 160. An entity may not apply it before that date. CNB
is currently evaluating the potential impact, if any, of the adoption of SFAS
No. 141(R) on their consolidated financial position, results of operations and
cash flows.

          In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements." This statement amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest in
a subsidiary and for the deconsolidation of a subsidiary. This SFAS is effective
for fiscal years beginning after December 15, 2008. The effective date of this
Statement is the same as that of the related statement 141(R). This Statement
shall be applied prospectively as of the beginning of the fiscal year in which
this Statement is initially applied, except for the presentation and disclosure
requirements. The presentation and disclosure requirements shall be applied
retrospectively for all periods presented. Earlier adoption is prohibited. CNB
is currently evaluating the potential impact, if any, of the adoption of SFAS
No. 160 on their consolidated financial position, results of operations and cash
flows.

          In March 2008, the FASB issued SFAS No. 161, "Disclosures about
Derivative Instruments and Hedging Activities." This statement amends SFAS No.
133 and is intended to enhance the current disclosure framework in SFAS No. 133.
This statement changes the disclosure requirements for derivative instruments
and hedging activities. Entities are required to provide enhanced disclosures
about how these instruments affect an entity's financial position, financial
performance and cash flows. This SFAS is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. CNB is currently evaluating the potential
impact, if any, of the adoption of SFAS No. 161 on their consolidated financial
position, results of operations and cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          Market risk is the exposure to economic loss that arises from changes
in the values of certain financial instruments. The types of market risk
exposures generally faced by banking entities include interest rate risk, bond
market price risk, real estate market risk, foreign currency risk and commodity
price risk. Due to the nature of its operations, only bond market price risk,
interest rate risk and real estate market risk are significant to the Bank.

          The objective of the Bank's liquidity management program is to ensure
the continuous availability of funds to meet the withdrawal demands of
depositors and the credit needs of borrowers. The basis of the Bank's liquidity
comes from the stability of its core deposits. Liquidity is also available
through the available for sale securities portfolio and short-term funds such as
federal funds sold which totaled $55.6 million, or 20.2% of total assets at
March 31, 2008. In addition, liquidity may be generated through loan repayments,
FHLB borrowings and over $9.5 million of available borrowing arrangements with
correspondent banks. At March 31, 2008, management considered the Bank's ability
to satisfy its anticipated liquidity needs over the next twelve months.
Management believes that the Bank is well positioned and has ample liquidity to
satisfy these needs. The Bank generated $2.1 million of cash from operations in
the first three months of 2008, which compares to $1.6 million during the same
time period in 2007. Additional cash of $12.7 million was provided by net
investing activities through March 31, 2008, which compares to $2.3 million for
the first three months of 2007. Net cash used in financing activities totaled
$16.7 million during the first three months of 2008, which compares to $3.1
million during the same time period in 2007. Details on both the sources and
uses of cash are presented in the Consolidated Statements of Cash Flows
contained in the financial statements.

          The objective of the Bank's interest rate sensitivity management
program, also known as asset/liability management, is to maximize net interest
income while minimizing the risk of adverse effects from changing interest
rates. This is done by controlling the mix and maturities of interest sensitive
assets and liabilities. The Bank has established an asset/liability committee
for this purpose. Daily management of the Bank's sensitivity of earnings to
changes in interest rates within the Bank's policy guidelines are monitored by
using a combination of off-balance sheet and on-balance sheet financial
instruments. The Bank's Chief Executive Officer, Senior Lending Officer, Chief
Financial Officer and the Chief Operations Officer monitor day to day deposit
flows, lending requirements and the competitive environment. Rate changes occur
within policy guidelines if necessary to minimize adverse effects. Also, the
Bank's policy is intended to ensure the Bank measures a range of rate scenarios
and patterns of


                                       23

<PAGE>

rate movements that are reasonably possible. The Bank measures the impact that
200 basis point changes in rates would have on earnings over the next twelve
months.

          In analyzing interest rate sensitivity for policy measurement, the
Bank compares its forecasted earnings in both a "high rate" and "low rate"
scenario to a base-line scenario. The Bank's base-line scenario is its estimated
most likely path for future short-term interest rates over the next 12 months.
The "high rate" and "low rate" scenarios assumes 100 and 200 basis point
increases or decreases in the prime rate from the beginning point of the
base-line scenario over the most current 12-month period. The Bank's policy
limit for the maximum negative impact on earnings resulting from "high rate" or
"low rate" scenarios is 10 percent. The policy measurement period is 12 months
in length, beginning with the first month of the forecast.

          The Bank's base-line scenario holds the prime rate constant at 5.25
percent through March 2009. Based on the April 2008 outlook, if interest rates
increased or decreased by 200 basis points, the model indicates that net
interest income during the policy measurement period would be affected by less
than 10 percent, in both an increasing or decreasing interest rate scenario.

CONTRACTUAL OBLIGATIONS

          There were no other material changes outside the normal course of
business to the quantitative and qualitative disclosures about contractual
obligations previously reported on Form 10-K for the year ended December 31,
2007. See Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Contractual Obligations" in the Form 10-K for
December 31, 2007 for a detailed discussion.

ITEM 4. CONTROLS AND PROCEDURES

          The Company's chief executive officer and chief financial officer,
based on their evaluation as of the end of the reporting period of this
quarterly report of the Company's disclosure controls and procedures (as defined
in Rule 13 (a) - 14 (c) of the Securities Exchange Act of 1934), have concluded
that the Company's disclosure controls and procedures are adequate and effective
for purposes of Rule 13 (a) - 14 (c) and timely, alerting them to material
information relating to the Company required to be included in the Company's
filings with the Securities and Exchange Commission under the Securities
Exchange Act of 1934.

          There have been no changes in the Company's internal controls over
financial reporting in the fiscal quarter ended March 31, 2008, that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.


                                       24

<PAGE>

PART II:  OTHER INFORMATION

Item 1. Legal Proceedings

     There are no material legal proceedings to which CNB or its subsidiary is a
     party, or to which any of their property is subject. However, CNB is
     involved in various legal proceedings occurring in the ordinary course of
     business.

Item 1a. Risk Factors

     There have been no material changes to CNB's risk factors since these
     factors were previously disclosed in CNB's annual report on Form 10K for
     the period ended December 31, 2007.

Item 6. Exhibits

     3.1 Articles of incorporation of CNB Financial Services, Inc. as amended on
     Form 8-K filed April 29, 2008

     3.2 By-laws of CNB Financial Services, Inc. as amended on Form 8-K filed
     April 29, 2008

     31.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
     of 2002

     31.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
     of 2002

     32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
     of 2002

     32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
     of 2002


                                       25

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      CNB Financial Services, Inc.
                                      (Registrant)


Date May 14, 2008                     /s/ Thomas F. Rokisky, President/CEO
                                      ------------------------------------------


Date May 14, 2008                     /s/ Rebecca S. Stotler, Vice President/CFO
                                      ------------------------------------------


                                       26