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                                                                 Exhibit 10


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of April 1, 1999,
between BENNETT BROWN (the "Executive") CNB, Inc. a Florida corporation (the
"Company"), recites and provides as follows:

         WHEREAS, the Board of Directors of the Company (the "Board") expects
that the Executive will make substantial contributions to the growth and
prospects of the Company; and

         WHEREAS, the Board desires that the Company retain the services of the
Executive, and the Executive desires to accept employment with the Company, all
on the terms and subject to the conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the Company and the Executive agree as
follows:

         1. EMPLOYMENT PERIOD. The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to accept employment by the Company,
in accordance with the terms and provisions of this Agreement, for the period
commencing on the date of this Agreement (the "Effective Date") and ending on
the third anniversary of such date (the "Employment Period"). Subject to the
provisions of Section 3 hereof, the Employment Period shall be A CONSTANT
ROLLING PERIOD of three (3) years, commencing on the Effective Date, with the
result that, for each day after the Effective Date the Executive's term of
employment shall be extended for an additional day so that at all times the
remaining period of the Executive's term of employment shall be three (3) years;
provided that the Employment Period shall end at the first day of the month
following the Executive's seventieth (70th) birthday.

         2.       TERMS OF EMPLOYMENT.

                  (a)      POSITION AND DUTIES.

                           (i)      During the Employment  Period,  (A) the
Executive shall serve as Executive Vice President of the Company and President
and Chief Operating Officer of its wholly owned subsidiary, CNB National Bank
(the "Bank"), and shall have duties with respect to the Company and the Bank and
such other powers and duties as may, from time to time, be prescribed by the
Company and the Bank, provided that such duties are generally consistent with
the duties described above and (B) the Executive's services shall be performed
primarily in Jacksonville, Florida, or any office which is less than 35 miles
from such location. The parties agree that service by the Employee may be
required in Lake City, Florida, until the Company opens its new headquarters in
Jacksonville. The Executive agrees to serve on the Board of Directors of the
Bank.

                           (ii)     During the Employment  Period,  and
excluding any periods of vacation and leave to which the Executive is entitled,
the Executive agrees to devote reasonable attention and time during normal
business hours to the business and affairs of the Company and,

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to the extent necessary to discharge the duties assigned to the Executive
hereunder, to use the Executive's reasonable best efforts to perform faithfully
and efficiently such responsibilities. During the Employment Period it shall not
be a violation of this Agreement for the Executive to (A) serve on corporate,
civic, charitable, banking industry association or professional association
boards of committees (provided the Executive obtains prior approval by the Chief
Executive Officer of the Company), (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions and (C) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance with this Agreement.

                  (b)      COMPENSATION.

                           (i)      BASE SALARY.  During the  Employment
Period,  the  Executive  shall receive an annual base salary ("Annual Base
Salary"), which shall be paid in equal installments on a semi-monthly basis, at
the annual rate of not less than One Hundred Eighty Thousand Dollars ($180,000)
per year. During the Employment Period, the Annual Base salary shall be reviewed
 at least annually and shall be increased at any time and from time to time as
shall be substantially consistent with increases in base salary generally
awarded in the ordinary course of business to other executives of the Company
and its affiliated companies. Any increase in Annual Base Salary shall not serve
to limit or reduce any other obligation to the Executive under this Agreement.
Annual Base Salary shall not be reduced after any such increase and the term
Annual Base Salary as utilized in this Agreement shall refer to Annual Base
Salary as so increased.

                            (ii)    ANNUAL  BONUS.  Executive  shall be
entitled  to  receive a bonus in an amount targeted at fifty percent (50%) of
Annual Base Salary, contingent upon the attainment of performance goals
established jointly by the Company, the Executive and the Company's Chief
Executive Officer.

                           (iii)    STOCK-BASED COMPENSATION. As an  inducement
to the  Executive  to  enter  into this Agreement, the Company will grant the
following stock-based awards:

                                    (A)     (1)      An Option to purchase
40,000  shares of Company  common stock ("Stock") at an exercise price per share
 equal to the closing price of the Stock on the Nasdaq National Market System on
 the date hereof (the "Strike Price"), to become exercisable according to the
following schedule:

 # OF SHARES OF STOCK                        DATE EXERCISABLE

         20,000                              1st Anniversary of this Agreement

         10,000                              2nd Anniversary

         10,000                              3rd Anniversary
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                                            (2)      An Option to  purchase
15,000  shares of Stock at the  Strike Price to become exercisable ratably upon
achievement of performance-based goals to be agreed upon between the Company and
the Executive covering a three (3) year period.

                                    The Company may, at any time in its
discretion,  grant additional Options.  All Options awarded hereunder shall be
subject to the terms and conditions of the Performance-Based Incentive Plan of
CNB, Inc. (the "Plan"). Options shall constitute Incentive Stock Options under
the Plan to the extent permissible under relevant regulations and shall
thereafter be Non-Qualified Stock Options.

                  (B) A grant of 5,000 shares of Restricted Stock. One-half
(50%) of the restricted Stock will vest and become nonforfeitable upon the first
anniversary of this Agreement and the remainder of the Restricted Stock will
vest and become nonforfeitable on the second anniversary of this Agreement.

                  The Company may, in its discretion, award additional
Restricted Stock. The rights and obligations of the Executive with respect to
such restricted Stock shall be determined under the Plan.

                  (v) SAVINGS AND RETIREMENT PLANS. During the Employment
Period, the Executive shall be entitled to participate in all incentive, savings
and retirement plans, practices, policies and programs applicable generally to
other executives of the Company and its affiliated companies, but in no event
shall such plans, practices, policies and programs provide the Executive with
incentive opportunities (measured with respect to both regular and special
incentive opportunities, to the extent, if any, that such distinction is
applicable), savings opportunities and retirement benefit opportunities, in each
case, less favorable, in the aggregate, than those provided generally from time
to time after the Effective Date to other executives of the Company and its
affiliated companies.

                  (vi) WELFARE BENEFIT PLANS. During the Employment Period, the
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental death and
travel accident insurance plans and programs) to the extent applicable generally
to other peer executives of the Company and its affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with benefits which are less favorable, in the aggregate, than those provided
generally at from time to time after the Effective Date to other executives of
the Company and its affiliated companies.

                  (vii) EXPENSES. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable employment
expenses incurred by the Executive in accordance with the most favorable
policies, practices and procedures of the Company and its affiliated companies
as in effect generally from time to time after the Effective Date with respect
to other executives of the Company and its affiliated companies. The Executive
also will receive reimbursement for at least one club membership

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                  (viii) FRINGE BENEFITS. During the Employment Period, the
Executive shall be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies as in effect generally from time to time after the
Effective Date with respect to other peer executives of the Company and its
affiliated companies including club membership.

                  (ix) OFFICE AND SUPPORT STAFF. During the Employment Period,
the Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to personal secretarial and other
assistance, at least equal to the most favorable of the foregoing provided
generally from time to time after the Effective Date with respect to other
executives of the Company and its affiliated companies.

                  (x) VACATION. During the Employment Period, the Executive
shall be entitled to paid vacation in accordance with the most favorable plans,
policies, programs and practices of the Company and its affiliated companies as
in effect generally from time to time after the Effective Date with respect to
other executives of the Company and its affiliated companies, which vacation
time shall not be less than four (4) weeks per year.

         3.       TERMINATION OF EMPLOYMENT.

                  (a) DEATH OR DISABILITY. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 11(b) of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "Disability" shall mean the absence of
the Executive from the Executive's duties with the Company on a full-time basis
for 180 consecutive days as a result of incapacity due to mental or physical
illness which is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive's
legal representative (such agreement as to acceptability not to be withheld
unreasonably).

                  (b) CAUSE. The Company may terminate the Executive's
employment during the Employment Period for Cause. For purposes of this
Agreement, "Cause" shall mean (i) a material breach by the Executive of the
Executive's obligations under Section 2(a) (other than as a result of incapacity
due to physical or mental illness) which is demonstrably willful and deliberate
on the Executive's part, which is committed in bad faith or without reasonable
belief that such breach is in the best interests of the Company and which is not
remedied in a thirty (30) day period of time after receipt of written notice
from the Company specifying such breach or (ii) the conviction of the Executive
of a felony involving moral turpitude or the guilty or nolo contendere plea of
the Executive to such a felony. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or upon the
instructions of the

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Chief Executive Officer or a senior officer of the Company or based upon the
advice of counsel for the Company shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests of
the Company.

                  (c) GOOD REASON. The Executive's employment may be terminated
by the Executive for Good Reason. For purposes of this Agreement, "Good Reason"
shall mean in the absence of a written consent of the Executive:

                  (i) the assignment to the Executive of any duties inconsistent
in any material respect with the Executive's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 2(a) of this Agreement, or any other
action by the Company which results in a material diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;

                  (ii) any material failure by the Company to comply with any of
the provisions of Section 2(b) of this Agreement, other than an isolated,
insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;

                  (iii) the Company's requiring the Executive to be based at any
office or location more than 35 miles from that provided in Section 2(a) hereof;

                  (iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;
or

                  (v) any failure by the Company to comply with and satisfy
Section 10(c) of this Agreement.

                  (d) CHANGE IN CONTROL. If the Company terminates Executive's
employment without cause or such employment is terminated for Good Reason,
within two years after a Change in Control, Executive will be entitled to the
payments and continued benefits described in Section 4(a). For purposes of this
paragraph (d), a "Change of Control" means the sale (other than an initial
public offering of Stock) such that any person (as such term is used in Rule
13d-5 of the Exchange Act) or group (as defined in Sections 3(a)(9) and 13(d)(3)
of the Exchange Act) other than (i) a subsidiary of the Company or any employee
benefit plan (or any related trust) of the Company or subsidiary, or (ii) any
current holder of five percent (5%) or more of the Company's Stock, becomes the
owner (beneficially or otherwise) of 15 percent or more of the Stock or other
securities representing 15 percent or more of the combined voting power of
outstanding voting securities. A Change of Control also includes the replacement
of more than fifty percent (50%) of the incumbent members of the Board of
Directors of the Company provided, however, where the election or nomination of
such replacement directors was approved by a majority of the incumbent members
(other than in connection with an "election contest" (as such term is used in
Rule 14a-11 under the Exchange Act), tender offer (as such

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term is used in Section 14(d) of the Exchange Act) or proposed merger) such
replacement director will be treated as an incumbent director.

         A Change in Control also includes the approval by ten shareholders of
the Company of a merger, reorganization, recapitalization or similar event as a
result of which the persons holding Stock immediately before the merger hold
less than sixty percent (60%) of the combined voting power of voting securities
immediately after such event, or the approval of a plan of liquidation of the
Company or the sale of all or substantially all of the assets of the Company.

         For purposes of this Section 3(d), any good faith determination of
"Good Reason" made by the Executive shall be conclusive.

         Upon a Change in Control, all Options and Restricted Stock previously
granted to Employee shall immediately become vested and non-forfeitable.

                  (e) NOTICE OF TERMINATION. Any termination by the Company for
Cause, or by the Executive, shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 11(b). For purposes of
this Agreement, a "Notice of Termination" means a written notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
to the extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than 15 days after the giving
of such notice). The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance shall not waive any right of the
Executive or the Company hereunder or preclude the Executive or the Company from
asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

                  (f) DATE OF TERMINATION. "Date of Termination" means (i) if
the Executive's employment is terminated by the Company for Cause, or by the
Executive, the date of receipt of the Notice of Termination or any later date
specified therein, as the case may be, (ii) if the Executive's employment is
terminated by the Company other than for Cause or Disability, the Date of
Termination shall be the date on which the Company notifies the Executive of
such termination and (iii) if the Executive's employment is terminated by reason
of death or Disability, the Date of Termination shall be the date of death of
the Executive or the Disability Effective Date, as the case may be.

         4. OBLIGATIONS OF THE COMPANY UPON TERMINATION.

                  (a) GOOD REASON; OTHER THAN FOR CAUSE, DEATH OR DISABILITY.
The Company may terminate the Executive's employment during the Employment
Period for other than Cause, Death or Disability. If, during the Employment
Period, the Company shall terminate the Executive's employment other than for
Cause, Death or Disability or the Executive shall terminate employment for Good
Reason:

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                  (i) The Company shall pay to the Executive in a lump sum in
cash within 30 days after the Date of Termination the sum of (1) the Executive's
Annual Base Salary through the Date of Termination to the extent not theretofore
paid; (2) to the extent not theretofore paid, the product of (A) the greater of
(x) the Annual Bonus paid or payable, including by reason of any deferral, to
the Executive (and annualized for any fiscal year consisting of less than twelve
full months or for which the Executive has been employed for less than twelve
full months) for the most recently completed fiscal year during the Employment
Period, if any, and (y) the average annualized (for any fiscal year consisting
of less than twelve full months or with respect to which the Executive has been
employed for less than twelve full months) bonus paid or payable, including by
reason of any deferral, to the Executive by the Company and its affiliated
companies in respect of the three fiscal years immediately preceding the fiscal
year in which the Date of Termination occurs (such greater amount shall be
hereinafter referred to as the "Highest Annual Bonus" or, if termination occurs
prior to the payment of the first annual bonus, the Highest Annual Bonus shall
be deemed to be $90,000), and (B) a fraction, the numerator of which is the
number of days in the current fiscal year through the Date of Termination, the
denominator of which is 365; (3) any compensation previously deferred by the
Executive (together with any accrued interest or earnings thereon) to the extent
not therefore paid; and (4) any accrued vacation pay, to the extent not
therefore paid (the sum of the amounts described in clauses (1), (2), (3) and
(4) shall be hereinafter referred to as the "Accrued Obligations"); and

                  (ii) The Company shall pay to the Executive in a lump sum
(unless Executive has elected to receive this payment in three (3)
installments to take advantage of the option given under Section 8(e), in
which event the first equal installment shall be made within 30 days after
the Date of Termination and the next two equal installments shall be made
annually thereafter) in cash within 30 days after the Date of Termination the
sum of the Executive's Annual Base Salary and Highest Annual Bonus payable to
the Executive from the Date of Termination to the end of the Employment
Period multiplied by (A) if a Change in Control has occurred - 100%, and (B)
in all other instances - 50%; and

                  (iii) For the remainder of the Employment Period, or such
longer period as any plan, program, practice or policy may provide, the Company
shall continue benefits to the Executive and/or the Executive's family at least
equal to those which would have been provided to them in accordance with the
plans, programs, practices and policies described in Section 2(b)(vi) if the
Executive's employment had not been terminated in accordance with the most
favorable plans, practices, programs or policies of the Company and its
affiliated companies as in effect generally at any time thereafter with respect
to other peer executives of the Company and its affiliated companies and their
families, provided, however, that if the Executive becomes re-employed with
another employer and is eligible to receive medical or other welfare benefits
under another employer-provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other plan
during such applicable period of eligibility (such continuation of such benefits
for the applicable period herein set forth shall be hereinafter referred to as
"Welfare Benefit Continuation"). For purposes of determining eligibility (but
not the time of commencement of benefits) the Executive shall be considered to
have remained employed until the end of the Employment Period and to have
retired on the last day of such period; and

                  (iv) To the extent not theretofore paid or provided, the
Company shall timely pay or provide to the Executive and/or the Executive's
family any other amounts or

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benefits required to be paid or provided or which the Executive and/or the
Executive's family is eligible to receive pursuant to this Agreement and under
any plan, program, policy or practice or contract or agreement of the Company
and its affiliated companies as in effect generally thereafter with respect to
other executives of the Company and its affiliated companies and their families
(such other amounts and benefits shall be hereinafter referred to as the "Other
Benefits").

                  (b) DEATH. If the Executive's employment is terminated by
reason of the Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for payment of Accrued
Obligations (which shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination) and
the timely payment or provision of the Welfare Benefit Continuation and other
Benefits.

                  (c) CAUSE, OTHER THAN FOR GOOD REASON. If the Executive's
employment shall be terminated for Cause or the Executive terminates his
employment without Good Reason during the Employment Period, this Agreement
shall terminate without further obligations to the Executive other than the
obligation to pay to the Executive his Annual Base Salary through the Date of
Termination plus Other Benefits and the amount of any compensation previously
deferred by the Executive, in each case to the extent theretofore unpaid.

                  (d) DISABILITY. If the Executive's employment shall be
terminated by reason of the Executive's Disability during the Employment Period,
this Agreement shall terminate without further obligations to the Executive,
other than for payment of Accrued Obligations and the timely payment or
provision of Other Benefits. Accrued Obligations shall be paid to the Executive
in a lump sum in cash within 30 days of the Date of Termination. With respect to
the provision of Other Benefits, the term Other Benefits as utilized in this
Section 4(d) shall include, and the Executive shall be entitled after the
Disability Effective Date to receive, disability and other benefits as in effect
at any time thereafter generally with respect to other executives of the Company
and its affiliated companies and their families.

                  (e) TIME OF PAYMENT. The Company shall make all payments
required by this Section 4 within the time periods provided in Sections 4(a),
4(b) and 4(c).

                  (f) NONDISCLOSURE TO MEDIA. After the Date of Termination or
the end of Employment Period, the Executive agrees that he will not discuss his
employment and resignation or termination (including the terms of this
Agreement) with any representatives of the media, either directly or indirectly,
without the written consent and approval of the Company.

         5. NON-EXCLUSIVITY OF RIGHTS. Except as provided in Sections 4(a)(iii),
4(b) and 4(c), nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies. Amounts which are vested benefits or
which the Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any

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contract or agreement with the Company or any of its affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.

         6.       FULL SETTLEMENT; RESOLUTION OR DISPUTES.

                  (a) The Company's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others. In
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and, except as provided in Section
4(a)(iii) with respect to Welfare Benefit Continuation and Section 8(a) with
respect to non-competition, such amounts shall not be reduced whether or not the
Executive obtains other employment. The Company agrees to pay promptly as
incurred, to the full extent permitted by law, all legal fees and expenses which
the Executive may reasonably incur as a result of any contest (regardless of the
outcome thereof unless a court of competent jurisdiction determines that the
Executive acted in bad faith in initiating the contest) by the Company, the
Executive or others of the validity or enforceability of, or liability under,
any provision of this Agreement or any guarantee of performance thereof
(including as a result of any contest by the Executive about the amount of any
payment pursuant to this Agreement), plus in each case interest on any delayed
payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of
the Code; provided however, that the reasonableness of the fees and expenses
must be determined by an independent arbitrator, using standard legal
principles, mutually agreed upon by the Company and the Executive in accordance
with rules set forth by the American Arbitration Association.

                  (b) If there shall be any dispute between the Company and the
Executive in the event of any termination of the Executive's employment by the
Company or by the Executive, then, unless and until there is a final,
nonappealable judgment by a court of competent jurisdiction declaring that such
termination was for Cause, the Company shall pay all amounts, and provide all
benefits, to the Executive and/or the Executive's family or other beneficiaries,
as the case may be, that the Company would be required to pay or provide
pursuant to Section 4(a) as though such termination were by the Company without
Cause or by the Executive; provided, however, that the Company shall not be
required to pay any disputed amounts pursuant to this paragraph except upon
receipt of an undertaking (which may be unsecured) by or on behalf of the
Executive to repay all such amounts to which the Executive is ultimately
adjudged by such court not to be entitled.

         7.       CONFIDENTIAL INFORMATION.

                  (a) The Executive shall hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information, knowledge or data
relating to the Company or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company or any of its affiliated companies and
which shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this Agreement).
After termination

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of the Executive's employment with the Company, the Executive shall not, without
the prior written consent of the Company or except as may otherwise be required
by law or legal process, communicate or divulge any such information, knowledge
or data to anyone other than the Company and those designated by it. In no event
shall an asserted violation of the provisions of this Section 7 constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.

                  (b) In the event of a breach or threatened breach of this
Section 7, the Executive agrees that the Company shall be entitled to injunctive
relief in a court of appropriate jurisdiction to remedy any such breach or
threatened breach, and the Executive acknowledges that damages would be
inadequate and insufficient.

                  (c) Any termination of the Executive's employment or of this
Agreement shall have no effect on the continuing operation of this Section 7.

         8.       NON-COMPETE; NON-SOLICITATION.

                  (a) Except as is set forth below, for a period commencing on
the date hereof and ending on the date either 18 or 36 months (as determined
below) after the Executive ceases to be employed by the Company (the
"Non-Competition Period"), the Executive shall not in the United States of
America, directly or indirectly, either for himself or any other person, own,
manage, control, materially participate in, invest in, permit his name to be
used by, act as consultant or advisor to, render material services for (alone or
in association with any person, firm, corporation or other business
organization) or otherwise assist in any manner any entity that engages in or
owns, invests in, manages or controls any venture or enterprise engaged in a
banking business that is in actual competition with the Company (or any other
business of the type that constitutes a substantial portion of the Company's
business at the date the Executive ceases to be employed by the Company)
(collectively, a "Competitor"); provided, however, that the restrictions set
forth above shall immediately terminate and shall be of no further force or
effect (i) in the event of a default by the Company in the payment of any
compensation or benefits to which the Executive is entitled hereunder, which
default is not cured within ten (10) days after written notice thereof, or (ii)
at the election of the Executive if the Executive's employment has been
terminated by the Company other than for Cause and if the Executive (A) gives
written notice to the Company during the Non-Competition Period that he desires
to accept employment with a Competitor; and (B) agrees that the severance
payment specified in Section 4(a)(i) hereof shall be mitigated by the amount of
salary and pro rata target bonus payable to the Executive by the Competitor
based on the Executive's initial terms of employment and attributable to
employment during the Non-Competition Period (it being understood that the
amount of such mitigated severance shall be paid by the Executive to the Company
in a lump-sum payment within thirty (30) days after the Executive commences
employment with the Competitor and shall not be subject to subsequent
adjustments based on amounts actually paid to the Executive by the Competitor).
Nothing herein shall prohibit the Executive from being a passive owner of not
more than 2% of the equity securities of a corporation engaged in such business
which is publicly traded, so long as he has no active participation in the
business of such corporation. If the Employee receives severance payments in
accordance with Section

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4(a)(ii)(A) of this Agreement, then the length of the Non-Competition Period
shall be 36 months. In all other instances, it shall be 18 months.

                  (b) During the Non-Competition Period, the Executive shall
not, directly or indirectly, (i) induce or attempt to induce or aid others in
inducing an employee of the Company to leave the employ of the Company, or in
any way interfere with the relationship between the Company and an employee of
the Company except in the proper exercise of the Executive's authority, or (ii)
in any way interfere with the relationship between the Company and any customer,
supplier, licensee or other business relation of the Company.

                  (c) If, at the time of enforcement of this Section 8, a court
shall hold that the duration, scope, area or other restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope, area or other restrictions reasonable under such
circumstances shall be substituted for the stated duration, scope, area or other
restrictions.

                  (d) The covenants made in this Section 8 shall be construed as
an agreement independent of any other provisions of this Agreement, and shall
survive the termination of this Agreement. Moreover, the existence of any claim
or cause of action of the Executive against the Company or any of its
affiliates, whether or not predicated upon the terms of this Agreement, shall
not constitute a defense to the enforcement of these covenants.

                  (e) If the Executive is subject to a thirty six (36) month
Non-Competition Period, at Executive's option he may be released from the
constraints in Section 8(a) upon the following terms:

                       (i) Within 15 days from the Date of Termination,
Executive shall have given notice to the Company in writing of his election
to receive the severance payment under Section 4(a)(ii) in three equal annual
installments; and

                       (ii) Prior to 12 months from the Date of Termination,
Executive shall notify the Company in writing of his election to be released
from the provisions of Section 8(a) and forego additional payments under
Section 4.

         Upon receipt by the Company of such written notice and completion of
a twelve (12) month Non-Competition Period, the remaining obligations of the
Executive under Section 8(a) and the remaining obligations of the Company
under Section 4 shall immediately terminate and be of no further force or
effect.

         9. INDEMNITY. The Company will indemnify the Executive, in his capacity
as an officer and director of the Company, to the fullest extent permitted by
the Company's Articles of Incorporation and Bylaws.

         10.      SUCCESSORS.

                  (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and the enforceable by the Executive's
legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.


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<PAGE>



         11.      MISCELLANEOUS.

                  (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may not
be amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.

                  (b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

         IF TO THE EXECUTIVE TO:            IF TO THE COMPANY TO:

         Bennett Brown                      CNB, Inc.
                                            201 North Marion Street

         --------------------------         Lake City, FL  32055

         --------------------------         Attention: Corporate Secretary

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (d) The Company may withhold from any amounts payable under
this Agreement such federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.

                  (e) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right the Executive or the Company may
have hereunder, shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement.

                  (f) Any entitlements to the Executive created under Section
2(b) shall be contract rights to the extent not prohibited by law. However, the
Company shall not be required to amend, or refrain from amending, any of its
plans, practices, policies and programs to so provide the contract rights.


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<PAGE>


         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

                                    CNB, Inc.



                                    By:      /s/ K.C. TROWELL
                                        -----------------------------

                                    Title:   Chairman, President and
                                             Chief Executive Officer



                                    EXECUTIVE:



                                    /s/ BENNETT BROWN
                                    ---------------------------------
                                    BENNETT BROWN











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