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                                   Exhibit 14

                          CNB FINANCIAL SERVICES, INC.
                                       AND
                                 CNB BANK, INC.

                      ETHICAL STANDARDS AND CODE OF ETHICS

     CNB Financial Services, Inc.'s and CNB Bank, Inc.'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, CNB Bank, Inc.
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.

          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.


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          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.

     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:


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          Unauthorized and improper access to personal accounts and those of
          CNB'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 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.   CNB 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.


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          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 CNB Bank, Inc., 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 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.


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     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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