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                                                                      Exhibit 14

                          CNB FINANCIAL SERVICES, INC.
                                       AND
                             CITIZENS NATIONAL BANK

                                 CODE OF ETHICS
                                       FOR
                            SENIOR FINANCIAL OFFICERS

This Code of Ethics for Senior Financial Officers applies to the Chief Executive
officer, Chief Financial Officer and Chief Accounting Officer ("Senior Financial
Officers") of CNB Financial Services, Inc. and Citizens National Bank
(collectively, the "Company"). Its purpose is to promote honest and ethical
conduct and compliance with all applicable laws, rules and regulations,
particularly as related to the maintenance of the Company's financial records
and the preparation of financial statements filed with the Securities and
Exchange Commission. The provisions of this Code of Ethics for Senior Financial
Officers supplement, but do not replace, the Code of Conduct and Conflicts of
Interest Policy and the Ethical Standards and Code of Ethics applicable to all
employees.

1. Each Senior Financial Officer shall carry out his or her responsibilities
honestly and with integrity, maintaining and promoting high standards of ethical
conduct, while exercising at all times their best independent judgment.

2. Senior Financial Officers are responsible for full, fair, accurate, timely
and understandable disclosure in the periodic reports required to be filed by
the company with the Securities and Exchange Commission. Accordingly, it is the
responsibility of each Senior Financial officer promptly to bring to the
attention of the Audit Committee any material information of which he or she may
become aware that affects the disclosures made by the Company in its public
filings or otherwise assist the appropriate members of senior management in
fulfilling their responsibilities as specified in the Company's policies related
to financial reporting and disclosure, and internal controls.

3. Each Senior Financial Officer shall promptly bring to the attention of the
Audit Committee any information he or she may have concerning (a) significant
deficiencies in the design or operation of internal controls which could
adversely affect the Company's ability to record, process, summarize and report
financial date or (b) any fraud, whether or not material, that involves senior
management or other employees who have a significant role in the Company's
financial reporting, disclosure or internal controls.

4. Each Senior Financial Officer shall promptly bring to the attention of the
Audit Committee any information he or she may have concerning any actual or
apparent conflicts of interest between personal and professional relationships,
involving senior management or other employees who have a significant role in
the Company's financial reporting, disclosures or internal controls.

5. Each Senior Financial Officer shall promptly bring to the attention of the
Audit Committee any information he or she may have concerning evidence of a
material violation of the securities or other laws, rules or regulations
applicable to the Company and the operation of its business, by the Company or
any agent thereof.

6. The Board of Directors shall determine, or designate appropriate persons to
determine, appropriate actions to be taken in the event of violations of this
Code of Ethics for Senior Financial Officers. Such actions shall be reasonably
designed to deter wrongdoing and to promote accountability for adherence to this
Code of Ethics for Senior Financial Officers.

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                          CNB FINANCIAL SERVICES, INC.
                                       AND
                             CITIZENS NATIONAL BANK

                      ETHICAL STANDARDS AND CODE OF ETHICS

         CNB Financial Services, Inc.'s and Citizens National Bank's
(collectively, "CNB") reputation for integrity is one of its most valuable
assets and is determined by the conduct of its directors, officers and
employees. Each must manage his/her affairs to avoid situations that might lead
to a conflict between his/her self-interest and his/her duty to CNB, its
customers and shareholders. These Ethical Standards and Code of Ethics are
written in the name of CNB, and the guidelines set forth apply solely to CNB
Financial Services, Inc, Citizens National Bank and branches now owned or
hereafter acquired. As used herein, the term "employee" applies to all
directors, officers (including CNB's Chief Executive Officer, Chief Accounting
Officer and Chief Financial Officer ("Senior Financial Officers")) and
employees, agents or attorneys of CNB. Its purpose is to promote honest and
ethical conduct and compliance with all applicable laws, rules and regulations.
The Senior Officers are also covered by a separate Code of Ethics.

         The following paragraphs provide guidance for the exercise of personal
judgment and the avoidance of conflicts of interest or the appearance of such
conflicts. From time-to-time, everyone will be confronted with situations not
clearly covered by this code. When these situations arise, discussion with the
President and/or Executive Vice President is appropriate, but in the end, common
sense and good judgment will provide the best guidance.

         1.       Confidential Information:

                  a.  Confidential information with respect to CNB, its
                      customers and suppliers, acquired by an employee through
                      his/her employment is considered to be privileged and must
                      be held in the strictest confidence. It is to be used
                      solely for Bank purposes and not as a basis for personal
                      gain by the employee. In no case shall such information be
                      transmitted to persons outside of CNB, including family of
                      employees, or even to other employees of CNB who do not
                      need to know such information to discharge their duties as
                      employees. The restrictions in this paragraph shall also
                      apply to the reports and statements prepared for use in
                      CNB's business and not generally released.

                  b.  Financial information regarding CNB and its customers is
                      not to be released to any person unless it has been
                      published in reports to the shareholders or otherwise made
                      generally available to the public. Any questions regarding
                      disclosure of confidential information should be reviewed
                      prior to disclosure with a department supervisor and/or
                      the Executive Vice President or President in accordance
                      with established existing procedures.

         2.       Insider Information:

                  Insider information is nonpublic material information. The
                  test or materiality is that the information is sufficiently
                  important that it could be expected to affect the judgment of
                  investors whether to buy, sell, or hold stock and, if
                  generally known, would affect materially the market price of
                  stock. Insider information should not be disclosed without
                  prior consultation with the President. An employee for his/her
                  own gain must not use insider information. Attention is also
                  called to the fact that the use or transmittal of insider
                  information could subject the employee and/or CNB to liability
                  under federal securities laws.

         3.       Personal Investments and Loans:

                  a.  Employees shall disclose to their supervisor whenever they
                      or their immediate families have an ownership or
                      beneficial direct or indirect interest in, or are
                      borrowing from, customers, related companies or suppliers
                      of CNB.

                  b.  Employees are welcome and encouraged to invest in CNB
                      stock or other types of investments. However, no employee
                      shall engage in such transactions, or enable others to do
                      so, as a result of material insider information obtained
                      either through employment with CNB or from any other
                      source.

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                  c.  Employees should not engage in unwarranted speculation.

                  d.  Employees will not accept offers, which come to them
                      because of their position or make investments at terms
                      more favorable than those generally available.

                  e.  Employees will not deprive CNB of a business opportunity
                      for personal gain.

         4.       Borrowing From or Lending to Suppliers or Customers:

                  a.  Employees are not to borrow from customers, brokers, or
                      suppliers of CNB, other than recognized lending
                      institutions or members of the employee's immediate
                      family. The term "borrow" does not include a purchase from
                      a customer or supplier resulting in an extension of credit
                      in a normal course of business, such as a department
                      store.

                  b.  Under no circumstances shall an employee cosign, endorse,
                      assume responsibility for, assume power of attorney for,
                      or lend his/her personal funds to a customer or supplier
                      of CNB, except where such customer or supplier is a member
                      of the employee's immediate family.

         5.       Gifts and Fees:

                  a.  Employees shall not accept any gifts, entertainment or
                      other questionable fees from customers, prospective
                      customers or suppliers.

                  b.  Employees shall not accept any fee or other form of
                      remuneration, which violates the law and, in any event,
                      shall not accept any fee or other form of remuneration
                      from CNB customers, prospective customers or suppliers
                      without the prior approval of the Senior Officers. It is
                      important to remember that federal law makes it a crime
                      for a CNB employee to receive anything of value from
                      anyone or give anything of value to anyone in return for
                      any business, service, or confidential information of the
                      Bank and from accepting or giving anything of value from
                      anyone in connection with the business of the Bank, either
                      before or after a transaction is discussed or consummated.
                      (Reference: Bank Bribery - 18 USC 215)

                  c.  Employees, as a result of their position with CNB, shall
                      not directly or indirectly accept any bequest or legacy
                      from a CNB customer, except where such customer is a
                      relative. If an employee learns of such a legacy as a
                      result of a customer's probated will, he/she shall report
                      all pertinent facts to CNB Senior Officers, who in turn,
                      shall decide on the appropriateness of the acceptance of
                      such a legacy or bequest.

         6.       Dealing with Suppliers to CNB:

                  CNB employees will select suppliers in a completely impartial
                  manner on the basis of price, quality, performance and
                  suitability of the product or service. Each employee is
                  expected to avoid doing anything which could imply selection
                  of a supplier on any basis other than the best interests of
                  CNB or which could give any supplier an improper advantage
                  over another.

         7.       Loans to Relatives:

                  Employees are prohibited from approving extensions of credit
                  to relatives or persons or businesses with which they are in
                  any way affiliated.

         8.       Purchase of CNB Assets:

                  In order that CNB employees avoid a conflict of interest or
                  the appearance of a conflict of interest, no employee or
                  family member should purchase assets of CNB or of a trust or
                  estate administered by CNB expect at public sale, or for
                  reasonable value if approved by the Senior Officers.

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         9.       Personal Use of CNB Premises and Equipment:

                  a.  The use of CNB's bank equipment and premises for personal
                      purposes by employees is restricted, and the supervisor of
                      the department in which the equipment is located must
                      authorize any usage.

                  b.  An appropriate fee or price may be charged for the
                      personal use of any CNB equipment. The supervisor in
                      charge of the department will determine this fee or price.

         10.      Access to Personal and Customer Accounts:

                  Unauthorized and improper access to personal accounts and
                  those of Citizens National Bank's customers shall not be
                  permitted.

         11.      Giving Advice to Customers:

                  No employee shall give legal, accounting, or investment advice
                  of any material nature to a customer, or a prospective
                  customer, expect as may be necessary or appropriate in the
                  performance of a fiduciary duty or as may be otherwise
                  required in the ordinary course of his/her duties. Questions
                  of this nature should be referred to independent, outside
                  accountants and lawyers. When referrals to professionals are
                  made, several names should be provided without any indication
                  of favoritism.

         12.      Fiduciary Appointments:

                  Except with respect to the estate of or a trust created by a
                  member of an employee's family, an employee should not seek or
                  accept appointment as executor, trustee, trust advisor, or
                  guardian except with the written approval of Senior Officers.

         13.      Outside Activities:

                  a.  Employees should not engage in a business activity or any
                      employment in addition to their duties to CNB and its
                      shareholders. Employees shall discuss with Senior Officers
                      all proposed outside employment and directorship of
                      institutions, which are not purely social, civic,
                      religious, fraternal or philanthropic. Outside employment
                      may be considered only in cases of extreme financial
                      hardship.

                  b.  Under no circumstances should any employee of CNB accept
                      any position for compensation or without compensation,
                      either within or outside CNB, which will result in or, in
                      the foreseeable future, is likely to result in a conflict
                      of interest with his/her position at CNB. If there is any
                      possibility of present or future conflict of interest, an
                      employee is obligated to inform Senior Officers through
                      his/her manager of the facts and circumstances of the
                      situation and obtain the approval of the Senior Officers
                      before accepting the position.

                  c.  Entering into any sort of joint business venture with a
                      customer or supplier of CNB should be avoided under all
                      circumstances. For the employee's own protection, any
                      exception must always be reviewed in advance with a Senior
                      Officer of CNB.

         14.      Political Activities:

                  a.  CNB employees are encouraged to keep themselves well
                      informed about political issues and candidates and take an
                      active interest in governmental affairs. Whenever they do
                      so, they act as individuals and not as representatives of
                      CNB. Any campaigning that is done shall not diminish the
                      employee's commitment to perform his/her job.

                  b.  In order to avoid any conflicts of interest, employees
                      should discuss any contemplated political candidacy with
                      the Senior Officers.

                  c.  To avoid any interpretation, of CNB sponsorship or
                      endorsement, neither CNB's name nor its address should be
                      used in any material mailed for fund solicitation nor
                      should

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                      CNB be identified in any advertisement or literature
                      except in relation to a statement regarding place of
                      employment.

                  d.  CNB time, supplies, equipment and resources are not
                      available to support political activities of employees in
                      either a direct or indirect manner.

                  e.  Citizens National Bank shall charge the usual rate then in
                      effect for any banking services furnished within the
                      ordinary course of business.

         15.      Improper Payments:

                  a.  Employees are expected to comply with the laws and
                      regulations of the United States and other countries in
                      which they may be operating. The use of corporate funds
                      for any purpose which contravenes the laws and regulations
                      of the United States and such other countries is strictly
                      prohibited.

                  b.  CNB and its employees will not directly or indirectly pay
                      bribes or otherwise attempt to improperly influence any
                      governmental, political, labor, or related persons or
                      group in any city, county, state or country.

         16.      Convictions:

                  CNB will not employ or retain employees who have been
                  convicted of any act of dishonesty or breach of trust.

         17.      Personal Conduct:

                  Employees, during or after work hours, should avoid
                  involvement in any situations, incidents, or dealings where
                  such involvement by an employee would be detrimental to the
                  integrity and/or image of CNB.

         18.      Failure to Comply:

                  Any violation of CNB Ethical Standards and Code of Ethics is a
                  most serious matter and will be grounds for formal
                  disciplinary action, which includes termination of employment.
                  Such action is in addition to any individual criminal
                  liability, which might be imposed by applicable federal, state
                  or local laws.

         19.      Complying with Laws, Regulations, Policies and Procedures

                  All directors, officers and employees of CNB are expected to
                  understand, respect and comply with all of the laws,
                  regulations, policies and procedures that apply to them in
                  their respective positions with CNB. Employees are responsible
                  for talking with their supervisor to determine which laws,
                  regulations and CNB policies apply to their position and what
                  training is necessary to understand and comply with them.

         20.      Public Company Reporting:

                  As a public company, it is of critical importance that CNB
                  Financial Services, Inc.'s filings with the Securities and
                  Exchange Commission be accurate and timely. Depending upon
                  their position with CNB Financial Services, Inc., or Citizens
                  National Bank, an employee, officer or director may be called
                  upon to provide necessary information to assure that CNB
                  Financial Services, Inc.'s public reports are complete, fair
                  and understandable. CNB expects employees, officers and
                  directors to take this responsibility very seriously and to
                  provide prompt, accurate answers to inquiries related to CNB
                  Financial Service, Inc.'s public disclosure requirements.

         21.      Financial Statements and Other Records:

                  All of CNB's books, records, accounts and financial statements
                  must be maintained in reasonable detail, must appropriately
                  reflect CNB's transactions and must conform both to applicable
                  legal requirements and to CNB's system of internal controls.
                  Unrecorded or "off

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                  the books" funds or assets should not be maintained unless
                  permitted by applicable law or regulation.

                  Records should always be retained or destroyed according to
                  CNB's record retention policies. In accordance with these
                  policies, in the event of litigation or governmental
                  investigation, please consult a Senior Officer.

         22.      Reporting Illegal or Unethical Behavior:

                  Employees, officers and directors who suspect or know of
                  violations of this Code or illegal or unethical business or
                  workplace conduct by employees, officers or directors have an
                  obligation to contact either their supervisor or superiors or
                  the appropriate contact of CNB's Audit Committee. If the
                  individuals to whom such information is conveyed are not
                  responsive, or if there is reason to believe that reporting to
                  such individuals is inappropriate in particular cases, then
                  the employee, officer or director may contact CNB's external
                  auditors. Such communications will be kept confidential to the
                  extent feasible. If concerns or complaints require
                  confidentiality, then this confidentiality will be protected
                  to the extent feasible, subject to applicable law.

         23.      Accounting Complaints:

                  CNB's policy is to comply with all applicable financial
                  reporting and accounting regulations. If any director, officer
                  or employee of CNB has unresolved concerns or complaints
                  regarding questionable accounting or auditing matters of CNB,
                  then he or she is encouraged to submit those concerns or
                  complaints (anonymously, confidentially or otherwise) to the
                  Chairman of the Audit Committee of CNB Financial Services,
                  Inc. Subject to its legal duties, the Audit Committee and the
                  Board of Directors of CNB Financial Services, Inc., will treat
                  such submissions confidentially. Such submissions may be
                  directed to the attention of the Chairman of the Audit
                  Committee or any director who is a member of the Audit
                  Committee, at the principal executive offices of CNB.

         24.      Non-Retaliation:

                  CNB prohibits retaliation of any kind against individuals who
                  have made good faith reports or complaints of violations of
                  this Code or other known or suspected illegal or unethical
                  conduct.

         25.      Amendment, Modification and Waiver:

                  This Code may be amended or modified by the Board of Directors
                  of CNB Financial Services, Inc. Waivers will be disclosed to
                  shareholders as required by the Securities Exchange Act of
                  1934, and the rules thereunder.

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