UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended September 30, 2005      Commission File Number: 0-17501

                              CNB BANCORP, INC.
            (Exact Name of Registrant as Specified in its Charter)

           New York                                   14-1709485
(State or other jurisdiction of          (IRS Employer Identification Number)
 incorporation or organization)

     10-24 North Main Street, P.O. Box 873, Gloversville, New York, 12078
             (Address of principal executive offices)            (Zip Code)

      Registrant's telephone number, including area code: (518) 773-7911

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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes          No  X

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:

                                                 Number of Shares Outstanding
Class of Common Stock                              as of November 8, 2005
   $2.50 par value                                       2,274,768

<PAGE>

                              CNB BANCORP, INC.
                                    INDEX

                                                                      Page No.

PART I      FINANCIAL INFORMATION

Item 1      Consolidated interim financial statements (unaudited):

            Consolidated statements of income for the three
            months ended September 30, 2005 and 2004 and the nine
            months ended September 30, 2005 and 2004                     1

            Consolidated statements of financial condition as of
            September 30, 2005 and December 31, 2004                     2

            Consolidated statements of cash flows for the nine
            months ended September 30, 2005 and 2004                     3

            Notes to consolidated interim financial statements          4 - 7

Item 2      Management's discussion and analysis of financial
            condition and results of operations                         8 - 13

Item 3      Quantitative and qualitative disclosures about
            market risk                                                  14

Item 4      Controls and procedures                                      15


PART II     OTHER INFORMATION

Item 1      Legal proceedings - not applicable

Item 2      Unregistered sales of equity securities and use of proceeds  16

Item 3      Defaults upon senior securities - none

Item 4      Submission of matters to a vote of security holders - none

Item 5      Other information - none

Item 6      Exhibits                                                     17

Signatures                                                               18

Exhibit Index                                                            19

<PAGE>

<TABLE>

                              CNB BANCORP, INC.
                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                    (In thousands, except per share data)

<CAPTION>
                                                                   THREE MONTHS ENDED           NINE MONTHS ENDED
                                                                      SEPTEMBER 30,                SEPTEMBER 30,

                                                                  2005           2004           2005          2004
                                                                 ------         ------        -------        -------
<S>                                                              <C>            <C>           <C>            <C>
INTEREST AND DIVIDEND INCOME
  Interest and fees on loans                                     $3,293         $2,915        $ 9,616        $ 8,654
  Interest on federal funds sold                                     37             38             92             90
  Interest on balances due from depository institutions               6             31             25             46
  Interest on securities available for sale                       1,609          1,835          5,101          5,302
  Interest on investment securities                                  81            108            249            338
  Dividends on FRB and FHLB stock                                    29             24             95             70
                                                                 ------         ------        -------        -------
    Total interest and dividend income                            5,055          4,951         15,178         14,500

INTEREST EXPENSE
  Interest on deposits:
    Regular savings, NOW and money market accounts                  421            335          1,260            909
    Certificates and time deposits of $100,000 or more              297            139            723            446
    Other time deposits                                             552            464          1,545          1,478
  Interest on securities sold under agreements to repurchase        116            147            374            437
  Interest on other borrowings                                      241            269            815            798
                                                                 ------         ------         ------        -------
    Total interest expense                                        1,627          1,354          4,717          4,068
NET INTEREST INCOME                                               3,428          3,597         10,461         10,432
  Provision for loan losses                                          75            125            195            425
                                                                 ------         ------        -------        -------
NET INTEREST INCOME AFTER PROVISION
   FOR LOAN LOSSES                                                3,353          3,472         10,266         10,007

OTHER INCOME
  Income from fiduciary activities                                   49             44            144            133
  Service charges on deposit accounts                               211            207            620            576
  Net gain/(loss) on sales or calls of securities                    --            (31)           241            416
  Insurance commissions                                             169            170            603            589
  Other income                                                      143            151            438            425
                                                                 ------         ------        -------        -------
    Total other income                                              572            541          2,046          2,139

OTHER EXPENSES
  Salaries and employee benefits                                  1,422          1,344          4,260          3,767
  Occupancy expense, net                                            165            183            524            527
  Furniture and equipment expense                                   113            135            381            363
  External data processing expense                                  311            335            881            809
  Merger related expenses                                            75             --          1,523             --
  Other expense                                                     471            634          1,901          1,758
                                                                 ------         ------        -------        -------
    Total other expenses                                          2,557          2,631          9,470          7,224
                                                                 ------         ------        -------        -------
INCOME BEFORE INCOME TAXES                                        1,368          1,382          2,842          4,922
  Provision for income taxes                                        386            357            699          1,381
                                                                 ------         ------        -------        -------
NET INCOME                                                       $  982         $1,025         $2,143        $ 3,541
                                                                 ======         ======        =======        =======
  Earnings per share
    Basic                                                        $ 0.43         $ 0.46         $ 0.96         $ 1.60
    Diluted                                                        0.42           0.46           0.94           1.60

</TABLE>

See accompanying notes to consolidated interim financial statements


                                     -1-

<PAGE>

<TABLE>

                              CNB BANCORP, INC.
          CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
                      (In thousands, except share data)

<CAPTION>

                                                                       September 30,   December 31,
                                                                           2005            2004
                                                                         --------        --------
<S>                                                                      <C>             <C>
ASSETS
Cash and cash equivalents:
  Non-interest bearing                                                   $ 12,775        $  9,580
  Interest bearing deposits with banks                                        216             369
  Federal funds sold                                                           --           2,400
                                                                         --------        --------
    Total cash and cash equivalents                                        12,991          12,349

Securities available for sale, at fair value                              159,379         189,176

Investment securities, at cost (approximate fair value at
  September 30, 2005 - $7,383; at December 31, 2004 - $7,804)               7,237           7,587

Investments required by law, stock in Federal Home Loan
  Bank of New York and Federal Reserve Bank of New York,
  at cost                                                                   2,081           2,984

Loans                                                                     206,741         197,313
   Unearned income                                                         (6,212)         (8,778)
   Allowance for loan losses                                               (2,401)         (2,331)
                                                                         --------        --------
           Net loans                                                      198,128         186,204

Premises and equipment, net                                                 5,762           5,780
Accrued interest receivable                                                 2,047           1,813
Goodwill                                                                    5,809           5,809
All other intangibles                                                       1,016           1,135
Other assets                                                                9,691           9,332
                                                                         --------        --------
       Total assets                                                      $404,141        $422,169
                                                                         ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
   Demand (non-interest bearing)                                         $ 45,131        $ 41,922
   Regular savings, NOW and money market accounts                         170,233         181,722
   Certificates and time deposits of $100,000 or more                      30,611          24,657
   Other time deposits                                                     83,824          83,333
                                                                         --------        --------
     Total deposits                                                       329,799         331,634

Securities sold under agreements to repurchase                              9,351          12,891
Federal funds purchased                                                     2,000              --
Notes payable - Federal Home Loan Bank                                     19,587          35,652
Other liabilities                                                           2,417           1,971
                                                                         --------        --------
       Total liabilities                                                  363,154         382,148

STOCKHOLDERS' EQUITY
Common stock, $2.50 par value, 5,000,000 shares authorized,
  2,401,695 shares issued                                                   6,004           6,004
Surplus                                                                     4,418           4,418
Undivided profits                                                          35,595          34,981
Accumulated other comprehensive (loss)/income                              (1,242)             10
Treasury stock, at cost; 128,577 shares at September 30, 2005 and
   183,067 shares at December 31, 2004                                     (3,788)         (5,392)
                                                                         --------        --------
       Total stockholders' equity                                          40,987          40,021
                                                                         --------        --------
       Total liabilities and stockholders' equity                        $404,141        $422,169
                                                                         ========        ========

</TABLE>

See accompanying notes to consolidated interim financial statements


                                     -2-

<PAGE>

<TABLE>
                              CNB BANCORP, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (In thousands)
<CAPTION>
                                                                                                           NINE MONTHS ENDED
                                                                                                             SEPTEMBER 30,

                                                                                                        2005               2004
                                                                                                      --------          --------
<S>                                                                                                   <C>               <C>
Cash flows from operating activities:
   Net income                                                                                         $  2,143          $  3,541
   Adjustments to reconcile net income to net cash provided by
     operating activities:
   Increase in interest receivable                                                                        (234)             (391)
   Decrease in other assets                                                                                807               144
   Increase in other liabilities                                                                           446               317
   Deferred income tax benefit                                                                            (175)             (137)
   Depreciation and other amortization expense                                                             471               417
   Net increase in cash surrender value of bank-owned life insurance                                      (166)             (175)
   Amortization of premiums/discounts on securities, net                                                   317               720
   Net gain on securities transactions                                                                    (241)             (416)
   Provision for loan losses                                                                               195               425
   Tax benefit from exercise of stock options                                                              114                12
                                                                                                      --------          --------
      Net cash provided by operating activities                                                          3,677             4,457
                                                                                                      --------          --------

Cash flows from investing activities:
   Net cash and cash equivalents provided by branch acquisitions                                            --            33,058
   Purchase of investment securities                                                                    (1,522)           (1,683)
   Purchase of securities available for sale                                                            (5,929)          (93,912)
   Net redemption of FRB and FHLB stock                                                                    903               254
   Proceeds from maturities, paydowns and calls of investment securities                                 1,865             2,943
   Proceeds from maturities, paydowns and calls of securities available for sale                        28,242            39,134
   Proceeds from sale of securities available for sale                                                   5,365            30,738
   Net increase in loans                                                                               (12,149)           (7,642)
   Purchases of premises and equipment, net                                                               (331)             (385)
                                                                                                      --------          --------
         Net cash provided by investing activities                                                      16,444             2,505
                                                                                                      --------          --------

Cash flows from financing activities:
   Net (decrease)/increase in deposits                                                                  (1,835)            2,861
   (Decrease)/increase in securities sold under agreements to repurchase                                (3,540)              956
   Increase in federal funds purchased                                                                   2,000                --
   Repayments of notes payable - Federal Home Loan Bank                                                (16,065)           (5,062)
   Treasury stock purchased                                                                                (13)             (216)
   Cash dividends paid on common stock                                                                  (1,408)           (1,327)
   Proceeds from the sale of treasury stock                                                              1,382               355
                                                                                                      --------          --------
         Net cash used in financing activities                                                         (19,479)           (2,433)
                                                                                                      --------          --------

Net increase in cash and cash equivalents                                                                  642             4,529
Cash and cash equivalents beginning of period                                                           12,349            31,390
                                                                                                      --------          --------

Cash and cash equivalents end of period                                                               $ 12,991          $ 35,919
                                                                                                      ========          ========

Supplemental disclosures of cash flow information:
Cash paid during the period:
    Interest                                                                                          $  4,723          $  4,101
    Income taxes                                                                                           871             1,249
Supplemental schedule of noncash investing activities:
    Fair value of assets acquired in branch acquisitions                                                    --             6,796
    Fair value of liabilities assumed in branch acquisitions                                                --            41,702
    Excess of fair value of assets over liabilities acquired
      in branch acquisitions (goodwill)                                                                     --             1,848
    Net reduction in loans resulting from the transfer to real estate owned                                 27                --

</TABLE>

See accompanying notes to consolidated interim financial statements


                                     -3-

<PAGE>

                              CNB BANCORP, INC.
              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS


1. FINANCIAL STATEMENT PRESENTATION

The accounting and reporting policies of CNB Bancorp, Inc. (the Company) and
its subsidiaries, which include City National Bank and Trust Company
(subsidiary Bank) and Hathaway Agency, Inc. (subsidiary Insurance Agency)
conform to accounting principles generally accepted in the United States of
America in a consistent manner and are in accordance with the general
practices within the financial services industry. Amounts in the prior
periods' consolidated financial statements are reclassified, whenever
necessary, to conform to the presentation in the current periods'
consolidated financial statements.

In the opinion of CNB Bancorp, Inc. management, the accompanying unaudited
consolidated financial statements contain all adjustments necessary to
present fairly the Company's consolidated financial position as of September
30, 2005 and December 31, 2004 and the results of operations for the three
and nine months ended September 30, 2005 and 2004 and cash flows for the nine
months ended September 30, 2005 and 2004. All accounting adjustments made for
these periods were of a normal recurring nature. The accompanying interim
consolidated financial statements should be read in conjunction with CNB
Bancorp, Inc.'s consolidated year-end financial statements including notes
thereto, which are included in CNB Bancorp, Inc.'s 2004 Annual Report on Form
10-K.


2. EARNINGS PER COMMON SHARE

The following table presents a reconciliation of the numerator and
denominator used in the calculation of basic and diluted earnings per common
share (EPS) for the three month and nine month periods ended September 30,
2005 and 2004. (In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                                               Weighted
                                                                              Net              Average
                                                                         Income/(Loss)           Shares          Per Share
                                                                          (Numerator)        (Denominator)        Amount
                                                                         -------------       -------------       ---------
<S>                                                                         <C>                  <C>               <C>
For the Three Months Ended September 30, 2005:
Basic EPS                                                                   $  982               2,263             $0.43
                                                                                                                   =====
Dilutive Effect of Stock Options                                                --                  64
                                                                            ------               -----
Diluted EPS                                                                 $  982               2,327             $0.42
                                                                            ======               =====             =====

For the Three Months Ended September 30, 2004:
Basic EPS                                                                   $1,025               2,216             $0.46
                                                                                                                   =====
Dilutive Effect of Stock Options                                                --                   6
                                                                            ------               -----
Diluted EPS                                                                 $1,025               2,222             $0.46
                                                                            ======               =====             =====

For the Nine Months Ended September 30, 2005:
Basic EPS                                                                   $2,143               2,235             $0.96
                                                                                                                   =====
Dilutive Effect of Stock Options                                                --                  33
                                                                            ------               -----
Diluted EPS                                                                 $2,143               2,268             $0.94
                                                                            ======               =====             =====

For the Nine Months Ended September 30, 2004:
Basic EPS                                                                   $3,541               2,213             $1.60
                                                                                                                   =====
Dilutive Effect of Stock Options                                                --                   6
                                                                            ------               -----
Diluted EPS                                                                 $3,541               2,219             $1.60
                                                                            ======               =====             =====

</TABLE>


3. STOCK BASED COMPENSATION

The Company accounts for stock options in accordance with the provisions of
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock
Issued to Employees". Accordingly, compensation expense is recognized only if
the exercise price of the option is less than the fair value of the
underlying stock at the grant date. FASB Statement No. 123, "Accounting for
Stock-Based Compensation", encourages entities to recognize the fair value of
all stock-based awards on the date of grant as compensation expense over the
vesting period. Alternatively, Statement No. 123 allows entities to continue
to apply the provisions of APB Opinion No. 25 and provide pro forma
disclosures of net income and earnings per share as if the fair-value-based
method defined in Statement No. 123 had been applied. The Company has elected
to continue to apply the provisions of APB Opinion No. 25 and provide the pro
forma disclosures required by Statement No. 123 and FASB Statement No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure." On
October 20, 1998, the Company's shareholders approved the CNB Bancorp, Inc.
Stock Option Plan (Stock Option Plan) which permits the issuance of options
to selected employees. The primary objective of the Stock Option Plan is to
provide employees with a proprietary interest in the Company and as an
incentive to encourage such persons to remain with the Company. On April 16,
2002, the Company's


                                     -4-

<PAGE>

shareholders approved the Long-Term Incentive Compensation Plan which
provided the Company's Compensation Committee with the authority to grant
stock options to employees, non-employee directors and consultants of the
Company and its subsidiaries. Under the Stock Option Plan, 240,000 shares of
authorized but unissued common stock are reserved for issuance upon option
exercises. Under the Long-Term Incentive Compensation Plan, 225,000 shares of
authorized but unissued common stock are reserved for issuance upon option
exercises. The Company also has the alternative to fund both plans with
treasury stock. Options under the plans may be either non-qualified stock
options or incentive stock options. Each option entitles the holder to
purchase one share of common stock at an exercise price equal to the fair
market value on the date of the grant. Options expire no later than ten years
following the date of the grant.

On June 24, 2002, 40,550 options were awarded at an exercise price of $29.43
per share. These options have a ten-year term with twenty- five percent
vesting each year starting one year from the date of the grant. On June 30,
2003, 41,800 options were awarded at an exercise price of $25.75 per share.
These options have a ten-year term with twenty-five percent vesting each year
starting one year from the date of the grant. On October 26, 2004, 44,300
options were awarded at an exercise price of $26.325 per share. These options
have a ten-year term with twenty-five percent vesting each year starting one
year from the date of the grant.

The fair value of each option grant is estimated on the date of the grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in fiscal 2004, 2003 and 2002:
dividend yield of 3.09%, 2.84% and 2.41%, respectively; expected volatility
of 15.2%, 15.7% and 15.8%, respectively; risk free interest rate of 3.30%,
2.27% and 4.19%, respectively; and an expected life of five years for grants
awarded in all three years. Based on the aforementioned assumptions, the
Company has estimated that the fair value of the options granted on October
26, 2004 was $3.14, June 30, 2003 was $2.84 and June 24, 2002 was $4.71.

The Company applies APB Opinion No. 25 in accounting for its stock options
and, accordingly, no compensation cost has been recognized for its stock
options in the consolidated financial statements. Had the Company determined
compensation cost based on the estimated fair value at the grant date for its
stock options under Statement No. 123, the Company's net income and earnings
per share would have been reduced to the pro forma amounts indicated below
for the three month and nine month periods ended September 30, 2005 and 2004
(in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                Three Months Ended           Nine Months Ended
                                                              ---------------------        ----------------------
                                                                   September 30                 September 30
                                                              ---------------------        ----------------------
                                                               2005          2004           2005           2004
                                                              -----         ------         ------         ------
<S>                                                           <C>           <C>            <C>            <C>
Net income:
     As reported                                              $ 982         $1,025         $2,143         $3,541
Deduct: Total stock-based compensation expense
  determined under fair value based method for all
  awards, net of related tax effects                            (24)           (15)           (88)           (71)
                                                              -----         ------         ------         ------
Pro forma net income                                          $ 958         $1,010         $2,055         $3,470
                                                              =====         ======         ======         ======

Earnings per share:
     Basic - as reported                                      $0.43         $ 0.46         $ 0.96         $ 1.60
     Basic - pro forma                                         0.42           0.46           0.92           1.57

     Diluted - as reported                                     0.42           0.46           0.94           1.60
     Diluted - pro forma                                       0.41           0.45           0.91           1.56

</TABLE>


4. COMPREHENSIVE INCOME

The Company recorded total comprehensive income of $235,000 for the three
months ended September 30, 2005 as compared to total comprehensive income of
$2,234,000 for the three months ended September 30, 2004. For the nine month
periods ended September 30, 2005 and 2004 the Company recorded total
comprehensive income of $891,000 and $3,031,000, respectively. At the
Company, comprehensive income represents net income plus other comprehensive
income/(loss), which consists of the after tax net change in unrealized gains
and losses on securities available for sale for the period and any minimum
pension liability adjustments. The Company's other comprehensive
income/(loss) consisted of the following for the three and nine month periods
ended September 30, 2005 and 2004 (in thousands):


                                     -5-

<PAGE>

<TABLE>
<CAPTION>

Three months ended September 30:                                       2005                       2004
--------------------------------                                       -----                      ------
<S>                                                                    <C>                        <C>
Net unrealized holding (losses)/gains arising during the
   period, net of taxes of $477 in 2005 and ($758) in 2004             ($747)                     $1,190

Reclassification adjustment for net realized losses included
   in income, net of taxes of ($12) in 2004                               --                          19
                                                                       -----                      ------
Other comprehensive (loss)/income                                      ($747)                     $1,209
                                                                       =====                      ======
</TABLE>

<TABLE>
<CAPTION>

Nine months ended September 30:                                        2005                          2004
-------------------------------                                       ------                        -----
<S>                                                                   <C>                           <C>
Net unrealized holding losses arising during the
   period, net of taxes of $705 in 2005 and $164 in 2004              ($1,105)                      ($256)

Reclassification adjustment for net realized gains included in
   income, net of taxes of $94 in 2005 and $162 in 2004                  (147)                       (254)
                                                                      -------                       -----
Other comprehensive loss                                              ($1,252)                      ($510)
                                                                      =======                       =====

</TABLE>


5. PENSION BENEFITS

The following components of net periodic pension cost were recognized by the
Company in the accompanying consolidated statements of income:

<TABLE>
<CAPTION>
                                                     Three Months Ended       Nine Months Ended
                                                     ------------------       -----------------
                                                        September 30            September 30
                                                     ------------------       -----------------
                                                     2005         2004        2005        2004
                                                     ----         ----        ----        ----
<S>                                                  <C>          <C>         <C>         <C>
Service cost                                         $ 67         $ 60        $ 198       $ 180
Interest cost                                          80           75          239         226
Expected return on plan assets                        (90)         (82)        (270)       (246)
Amortization of loss from earlier periods              17           16           52          49
Amortization of unrecognized prior service cost         4            4           13          12
                                                     ----         ----        -----       -----
     Net periodic pension cost                       $ 78         $ 73        $ 232       $ 221
                                                     ====         ====        =====       =====
</TABLE>

The Company contributed $236,000 to its pension plan in June 2005.  This is
the total amount expected to be paid in 2005.


6. COMPANY ACQUISITION

On June 13, 2005, CNB Bancorp, Inc. ("CNB") and NBT Bancorp, Inc. ("NBT")
entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which NBT has agreed to acquire CNB by way of a
merger of CNB with and into NBT, with NBT as the surviving corporation (the
"Merger'). Following the Merger, the wholly-owned commercial bank subsidiary
of CNB, City National Bank and Trust Company, will be merged with and into
the wholly-owned commercial Bank subsidiary of NBT, NBT Bank, N.A.

Subject to the terms and conditions of the Merger Agreement, which has been
unanimously approved by the Boards of Directors of both companies, at the
effective time of the Merger, CNB shareholders will be given the opportunity
to elect to receive either $38.00 in cash or 1.64 shares of NBT common stock
for each share of CNB common stock, subject to election and proration
procedures that provide, among other things, that the aggregate consideration
will be 55% stock and 45% cash. As part of the transaction, all outstanding
CNB stock options at the effective time of the Merger that qualify as
incentive stock options will be converted into incentive stock options for
the purchase of NBT common shares. Holders of outstanding nonqualified CNB
stock options at the effective time of the Merger will be entitled to receive
a cash payment for their nonqualified stock options as provided under the
Merger Agreement.

The Merger is subject to regulatory approvals as well as approval by CNB's
shareholders and is expected to close in the first quarter of 2006. The
completion of the Merger is subject to various customary closing conditions,
including obtaining the approval of CNB's shareholders, regulatory approval,
effectiveness of a Form S-4 registration statement to be filed by NBT and
accuracy of representations and warranties set forth in the Merger Agreement.
The Merger Agreement contains certain termination rights for both CNB and
NBT, and further provides that, upon termination of the Merger Agreement upon
specified circumstances, CNB may be obligated to pay a termination fee of
$4.5 million to NBT. As of September 30, 2005, the Company has incurred
expenses of approximately $1,523,000 related to the pending acquisition.
Legal and professional fees of approximately $346,000, which are not tax
deductible, and termination fees associated with the Company's data
processing contract of approximately $1,177,000 make up this amount.


7. BRANCH ACQUISITION

On July 30, 2004, the subsidiary Bank acquired two branches from HSBC BANK
USA. These branches are located in Amsterdam, New


                                     -6-

<PAGE>

York and Speculator, New York. The acquisition was accounted for in
accordance with FASB Statement No. 141, "Business Combinations". The purchase
agreement called for a premium of $2.4 million which will be amortized for
tax purposes using the straight-line method over fifteen years. At the time
of the acquisition, the fair value of assets acquired was $39.3 million and
the fair value of liabilities assumed was $41.7 million. The core deposit
intangible portion of the purchase premium was $0.6 million which will be
amortized over eight years to expense using the straight-line method. The
remaining $1.8 million portion of the purchase premium was considered to be
goodwill which will be evaluated annually to determine if any impairment loss
is required to be recognized.


8. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement No. 123 (revised) Share-Based Payment ("FAS 123(R)"), the
accounting standard requiring the expensing of stock options for public
companies. FAS 123(R) is now scheduled to be mandatory for public companies
at the beginning of the first fiscal year beginning after June 15, 2005. FAS
123(R) covers a broad range of stock-based compensation arrangements
including stock options, stock appreciation rights, restricted stock and
restricted stock units as well as employee stock purchase plans. FAS 123(R)
requires companies to expense share-based payments based on fair value as of
the date of the grant and requires all companies to expense stock options and
other awards. FAS 123(R) is not expected to have a material effect on the
Company's financial position or results of operations.


9. GUARANTEES

FASB Interpretation No. 45 (FIN No. 45), " Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others; an Interpretation of FASB Statements No. 5, 57, and
107 and rescission of FASB Interpretation No.34", requires certain
disclosures and liability-recognition for the fair value at issuance of
guarantees that fall within its scope. Under FIN No. 45, the Company does not
issue any guarantees that would require liability-recognition or disclosure,
other than its standby letters of credit. The Company has issued conditional
commitments in the form of standby letters of credit to guarantee payment on
behalf of a customer and guarantee the performance of a customer to a third
party. Standby letters of credit generally arise in connection with lending
relationships. The credit risk involved in issuing these instruments is
essentially the same as that involved in extending loans to customers.
Contingent obligations under standby letters of credit totaled approximately
$309,000 at September 30, 2005 and represent the maximum potential future
payments the Company could be required to make. Typically, these instruments
have terms of twelve months or less and expire unused; therefore, the total
amounts do not necessarily represent future cash requirements. Each customer
is evaluated individually for creditworthiness under the same underwriting
standards used for commitments to extend credit and on-balance sheet
instruments. Company policies governing loan collateral apply to standby
letters of credit at the time of credit extension. Loan-to-value ratios are
generally consistent with loan-to-value requirements for other commercial
loans secured by similar types of collateral. The fair value of the Company's
standby letters of credit at September 30, 2005 and December 31, 2004 was
insignificant.


                                     -7-

<PAGE>

                              CNB BANCORP, INC.
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS


GENERAL:

CNB Bancorp, Inc. (the Company), a New York corporation, organized in 1988,
is a registered financial holding company headquartered in Gloversville, New
York. Its wholly-owned subsidiaries, City National Bank and Trust Company
(the subsidiary Bank) and Hathaway Agency, Inc. (the subsidiary Insurance
Agency), were organized in 1887 and 1915, respectively, and are also
headquartered in Gloversville, New York. The subsidiary Bank has five
branches located in the county of Fulton, one branch located in the county of
Saratoga, one branch located in the county of Hamilton and one branch located
in the county of Montgomery. The subsidiary Insurance Agency has one office
located in the county of Fulton. The subsidiary Bank is a full service
commercial bank that offers a broad range of demand and time deposits;
consumer, mortgage, and commercial loans; and trust and investment services.
The subsidiary Bank is a member of the Federal Deposit Insurance Corporation
and the Federal Reserve System and is subject to regulation and supervision
of the Federal Reserve and the Comptroller of the Currency. The subsidiary
Insurance Agency offers a broad range of general insurance products and is
under the supervision of the State Insurance Department.

Certain statements contained in this discussion are "forward-looking
statements" that involve risks and uncertainties, including statements
concerning future events or performance and assumptions and other statements
which are other than statements of historical facts. The Company wishes to
caution readers that the following important factors, among others, could in
the future affect the Company's actual results and could cause the Company's
actual results for subsequent periods to differ materially from those
expressed in any forward-looking statement made by or on behalf of the
Company herein:

   *  the effect of changes in laws and regulations, including federal and
      state banking laws and regulations, with which the Company and its
      banking subsidiary must comply, the cost of such compliance and the
      potentially material adverse effects if the Company or its banking
      subsidiary were not in substantial compliance either currently or in
      the future as applicable;

   *  the effect of changes in accounting policies and practices, as may be
      adopted by the regulatory agencies as well as by the Financial
      Accounting Standards Board, or changes in the Company's organization,
      compensation and benefit plans;

   *  the effect on the Company's competitive position within its market area
      of increasing consolidation within the banking industry and increasing
      competition from larger "super regional" and other banking
      organizations as well as non-bank providers of various financial
      services;

   *  the effect of unforeseen changes in interest rates and;

   *  the effects of changes in the business cycle and downturns in the local,
      regional or national economies.

The Company wishes to caution readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and to
advise readers that various factors, including those described above, could
cause the Company's actual results or circumstances for future periods to
differ materially from those anticipated or projected.

The Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to any
forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.


CRITICAL ACCOUNTING POLICIES:

Pursuant to recent SEC guidance, management of public companies are
encouraged to evaluate and disclose those accounting policies that are judged
to be critical policies, that is, those most important to the portrayal of
the Company's financial condition and results, and that require management's
most difficult subjective or complex judgments. Management of the Company
considers the accounting policy relating to the allowance for loan losses to
be a critical accounting policy given the inherent subjectivity and
uncertainty in estimating the levels of the allowance required to cover
credit losses in the portfolio and the material effect that such judgments
can have on the consolidated financial statements. Included in Note 1 to the
consolidated financial statements contained in the Company's 2004 Annual
Report is a description of this critical policy and the other significant
accounting policies that are utilized by the Company in the preparation of
the consolidated financial statements.


COMPANY ACQUISITION:

On June 13, 2005, CNB Bancorp, Inc. ("CNB") and NBT Bancorp, Inc. ("NBT")
entered into a definitive Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which NBT has agreed to acquire CNB by way of a
merger of CNB with and into NBT, with NBT as the surviving corporation (the
"Merger'). Following the Merger, the wholly-owned commercial bank subsidiary
of CNB, City National Bank and Trust Company, will be merged with and into
the wholly-owned commercial Bank subsidiary of NBT, NBT Bank, N.A.


                                     -8-

<PAGE>

Subject to the terms and conditions of the Merger Agreement, which has been
unanimously approved by the Boards of Directors of both companies, at the
effective time of the Merger, CNB shareholders will be given the opportunity
to elect to receive either $38.00 in cash or 1.64 shares of NBT common stock
for each share of CNB common stock, subject to election and proration
procedures that provide, among other things, that the aggregate consideration
will be 55% stock and 45% cash.

The Merger is subject to regulatory approvals as well as approval by CNB's
shareholders and is expected to close in the first quarter of 2006. The
Merger Agreement contains certain termination rights for both CNB and NBT,
and further provides that, upon termination of the Merger Agreement upon
specified circumstances, CNB may be obligated to pay a termination fee of
$4.5 million to NBT. As of September 30, 2005, the Company has incurred
expenses of approximately $1,523,000 related to the pending acquisition.
Legal and professional fees of approximately $346,000, which are not tax
deductible, and termination fees associated with the Company's data
processing contract of approximately $1,177,000 make up this amount.


FINANCIAL REVIEW:

Financial Condition:

Total assets at September 30, 2005 were $404.1 million, a decrease of $18.0
million, or 4.3%, from the December 31, 2004 amount of $422.2 million. The
decrease was primarily related to the Company reducing securities sold under
agreements to repurchase and notes payable with the Federal Home Loan Bank by
$19.6 million. Total deposits also decreased by $1.8 million during this
period. This was partially offset by an increase in federal funds purchased
of $2.0 million. Funds from maturing and sold securities available for sale
were used to reduce these borrowings. Securities available for sale decreased
$29.8 million from December 31, 2004. There was also an increase in loans,
net of unearned discount, of approximately $12.0 million which was primarily
funded with the decrease in securities available for sale. Stockholders'
equity increased $1.0 million to $41.0 million at September 30, 2005 as
compared to $40.0 million at December 31, 2004. This primarily relates to the
retention of earnings, net of dividends paid for the first nine months of
2005 more than offsetting the after tax effect of the decline in the market
value of the available for sale securities of $1.3 million.

Securities available for sale decreased $29.8 million, or 15.8%, from $189.2
million at December 31, 2004 to $159.4 million at September 30, 2005. The
Company sold approximately $5.4 million of available for sale securities
during the first nine months of 2005 to improve the Company's cash position
and reduce borrowings with the Federal Home Loan Bank and reduce securities
sold under agreement to repurchase. Maturing securities and cash flows from
mortgaged-backed securities were also used to reduce borrowings and provide
the Company with additional cash.

Loans receivable, net of unearned income, increased $12.0 million, or 6.4%
from $188.5 million at December 31, 2004 to $200.5 million at September 30,
2005. The largest increase was in commercial lending, primarily in the
rapidly growing Saratoga County market, which increased $7.2 million from
December 31, 2004. Increases in residential mortgage lending and consumer
installment lending were also recorded during the first nine months of 2005.

Cash and cash equivalents increased by $0.6 million, or 5.2%, from $12.3
million at December 31, 2004, to $13.0 million at September 30, 2005 as the
Company retained cash to improve short term liquidity. The Company also
anticipates using some of this cash to continue with its plan of reducing
borrowings over the remainder of the year.

The Company performed the goodwill impairment test during the first quarter
of 2005 and determined that no impairment loss was required to be recognized.

Deposits at September 30, 2005 were $329.8 million, a decrease of $1.8
million, or 0.6%, from the balance of $331.6 million at December 31, 2004.
Demand deposits increased $3.2 million and regular savings, NOW and money
market accounts decreased $11.5 million. Certificates of deposit showed the
largest gain of $6.4 million as depositors are returning to certificates of
deposit as rates have been rising during the first nine months of 2005. Also
additional certificates of deposit were booked during the first nine months
of 2005 in Saratoga County.

Stockholders' equity increased by $1.0 million from $40.0 million at December
31, 2004 to $41.0 million at September 30, 2005. The retention of earnings
for the first nine months of 2005, less dividends paid, more than offset the
reduction in accumulated other comprehensive income.

Liquidity:

Liquidity is defined as the ability to generate sufficient cash flow to meet
all present and future funding commitments, depositor withdrawals and
operating expenses. Management monitors the Company's liquidity position on a
daily basis and evaluates its ability


                                     -9-

<PAGE>

to meet depositor withdrawals and make new loans or investments.

There have been no trends or demands that have negatively affected the
Company's or the subsidiary Bank's liquidity position in any material way
during the first nine months of 2005. The timing of cash inflows and outflows
is closely monitored by management although changes in interest rates,
economic conditions, and competitive forces strongly impact the
predictability of these cash flows. Funds from repayment of loans, maturing
investment securities and securities available for sale, and additional
borrowings from the Federal Home Loan Bank are available to satisfy liquidity
needs that may arise.

Management believes that the level of the Company's liquid assets combined
with daily monitoring of cash inflows and outflows provide adequate liquidity
to fund outstanding loan commitments, meet daily withdrawal requirements of
depositors, and meet all other daily obligations of the Company.

Capital Resources:

Stockholders' equity to total assets increased to 10.1% at September 30, 2005
as compared to 9.5% at December 31, 2004. The decrease in total assets
associated with the sale of securities available for sale and the reduction
in borrowed funds combined with earnings during the first nine months of 2005
over dividends paid, net treasury stock transactions and the decrease in
accumulated other comprehensive income caused this ratio to improve from
December 31, 2004.

The table below shows the Company's September 30, 2005 ratios, December 31,
2004 ratios and the current regulatory guideline ratios for classification as
well capitalized as established by the Federal Reserve Board.

<TABLE>
<CAPTION>
                                                                                                                      Regulatory
                                                               September 30, 2005         December 31, 2004           Guidelines
                                                               ------------------         -----------------           ----------
<S>                                                                   <C>                       <C>                      <C>
Tier 1 risk based capital to net risk weighted assets                 16.1%                     15.2%                     6.0%
Total risk based capital to net risk weighted assets                  17.2                      16.3                     10.0

Leverage ratio (Tier 1/adjusted total assets)                          8.6                       7.7                      5.0

</TABLE>

These ratios for the Company, as well as the ratios for the subsidiary
Bank, are well in excess of regulatory minimums.

Results of Operations:

Most Recent Quarter and Same Quarter in Preceding Year:

Net income decreased $43,000 or 4.2% for the third quarter of 2005 as
compared to the same period of 2004. This decrease was primarily due to the
decrease in the net interest income of $169,000 from the corresponding period
of 2004. A reduction in the provision for loan losses and a reduction in
other expenses offset some of the decline in the net interest income. An
increase in other income also offset some of the decline in the net interest
income. The provision for income taxes was higher than the same period of
2004 due to additional non tax deductible amounts in other expenses
associated with the pending acquisition by NBT.

Total interest and dividend income for the third quarter of 2005 increased
$104,000 or 2.1% from the corresponding period in 2004, while total interest
expense increased $273,000 or 20.2% from the corresponding period in 2004.
Net interest income decreased $169,000 or 4.7% from the corresponding period
of 2004. This decrease is primarily due to the decrease in the net interest
margin from 3.96% for the third quarter of 2004 to 3.83% for the
corresponding period of 2005. This decrease is primarily due to the increase
in the average rate on interest bearing liabilities from 1.60% in 2004 to
1.99% in 2005 more than offsetting the increase in the average rate on the
interest earning assets from 5.35% for the third quarter of 2004 to 5.52% for
the same period of 2005. The decrease was also due to the decline in volume
of interest earning assets over the comparable period of 2004 of $5.3
million. The decline in the net interest margin is expected to continue
throughout 2005 as interest-bearing liabilities continue to reprice more
rapidly than interest-earning assets.

The increase in interest and fees on loans of $378,000 or 13.0% from the
corresponding period of 2004 is primarily due to the increase in volume of
$21.0 million from the comparable period of 2004. Approximately $6.0 million
of this increase relates to the branches acquired from HSBC on July 30, 2004.
The average rate on the total loan portfolio increased from 6.45% for the
third quarter of 2004 to 6.52% for the same period of 2005. This was
primarily due to new loans being booked in the commercial portfolio having
higher rates, on average, than the existing average rates on the runoff of
this portfolio. New consumer loans and residential mortgage loans, on
average, continue to be booked at rates lower than the average rates being
earned on the existing portfolios. This is expected to continue throughout
the remainder of 2005.


                                     -10-

<PAGE>

The decrease in interest on the securities portfolio of $253,000 from the
corresponding period of 2004 is primarily due to the decrease in the average
volume of $11.5 million from the same period of 2004 coupled with the
decrease in the tax effected yield on the overall securities portfolio of 27
basis points from 4.71% for the third quarter of 2004 to 4.44% for the same
period of 2005.

The increase in interest expense of $273,000 for the third quarter of 2005 as
compared to the same period of 2004 is primarily related to the increase in
rates on virtually all categories of deposits and borrowings which increased
the overall average rate paid on interest bearing liabilities from 1.60% for
the third quarter of 2004 to 1.99% for the comparable period of 2005. The
decrease in interest bearing liabilities of $11.9 million as compared to the
third quarter of 2004 offset some of the effect of the overall rate increase.

The provision for loan losses decreased $50,000 to $75,000 from the
corresponding period in 2004. Net charge-offs decreased $10,000 from the
prior year period decreasing from $68,000 in the third quarter of 2004 to
$58,000 in the third quarter of 2005. Non-performing loans decreased from
$720,000 at December 31, 2004 to $348,000 at September 30, 2005, a decrease
of $372,000. This decrease primarily relates to two commercial non-accrual
loans that were paid off during the first quarter of 2005 and one new
commercial non-accrual loan that was added in the second quarter of 2005.
Based on our most recent analysis of collateral and cash flow on the
remaining non-performing loans we believe that the allowance for loan losses
allocated to these relationships is adequate. The provision in both quarters
was deemed to be adequate based on the overall evaluation of the allowance
for loan losses as of September 30, 2005 and 2004. The allowance for loan
losses as a percent of net loans outstanding was 1.20% at September 30, 2005,
1.24% at December 31, 2004 and 1.36% at September 30, 2004.

Non-interest income increased $31,000 or 5.7% from the corresponding period
of 2004. This increase was primarily due to the loss on sales of securities
from the available for sale investment portfolio in the third quarter of 2004
totaling $31,000. Slightly higher fiduciary fees and service charges on
deposit accounts were offset by lower other income in the third quarter of
2005 as compared to the same period of 2004.

Non-interest expense decreased $74,000 or 2.8% from the corresponding period
of 2004. This decrease primarily relates to various start up costs associated
with the branch acquisitions on July 30, 2004 from HSBC. Marketing expense,
stationery and supplies, external data processing expense and maintenance and
repairs of buildings and equipment were the main accounts effected in 2004
with the acquisition of the branches from HSBC. Increases in salaries and
employee benefits and the merger related expenses associated with the pending
acquisition by NBT partially offset the decrease in the other expenses
mentioned above. The higher salaries and employee benefits were partially
related to the acquisition of the two branches on July 30, 2004 from HSBC and
were also due to normal salary adjustments, higher pension expense and
increases in medical insurance premiums. The lower occupancy expenses were
due to higher rents received in 2005 for office space in our Saratoga Office
which more than offset the higher utilities and rents paid for the two HSBC
offices acquired in 2004. The lower furniture and equipment expense relates
to various maintenance contracts that were not renewed in 2005 and other
expenses associated with the HSBC branch acquisition in 2004 that were
non-recurring in 2005. Higher depreciation expense partially offset some of
these expenses. The lower external data processing expense relates primarily
to one time expenses associated with the conversion of the HSBC accounts on
to our data processing system in 2004. Lower other expense primarily relates
to lower stationery and supplies and marketing expenses associated with the
acquisition of the branches from HSBC in 2004. Non-interest expense is
expected to exceed 2004 levels for the remainder of 2005 as we anticipate
additional costs associated with the pending acquisition by NBT.

The provision for income taxes increased $29,000 from the corresponding
period of 2004. Income before income taxes decreased $14,000 for the third
quarter of 2005 as compared to the same period of 2004. The higher provision
for income taxes primarily relates to the non-tax deductible expenses
associated with the pending acquisition by NBT of approximately $75,000 in
the third quarter of 2005. The effect of the non-tax deductible expenses was
slightly offset by an increase in the tax exempt municipal income from
$372,000 for the third quartet of 2004 to $377,000 for the same period of
2005. The combined effective federal and state tax rate for the third quarter
of 2005 was 28.2% as compared to 25.8% for the corresponding period of 2004.

Most Recent Year to Date and Corresponding Year to Date Period:

Net income decreased $1,398,000 or 39.5% for the first nine months of 2005 as
compared to the same period of 2004. This decrease was primarily due to the
increase in total other expenses. Expenses associated with the pending
acquisition by NBT, some of which are not tax deductible, and additional
operating costs associated with the purchase of the two branch offices from
HSBC, added to the Company on July, 30, 2004, were the primary reasons for
the increase in other expenses. A slight increase in the net interest income,
a reduction in the provision for loan losses and a reduction in the provision
for income taxes offset some of the additional expenses in the first nine
months of 2005. A decrease in gains on sales of available for sale securities
also reduced earnings from the comparable period of 2004.

Total interest and dividend income for the first nine months of 2005
increased $678,000 or 4.7% from the corresponding period in 2004,


                                     -11-

<PAGE>

while total interest expense increased $649,000 or 16.0% from the
corresponding period in 2004. Net interest income increased $29,000 or 0.3%
from the corresponding period of 2004. This increase is primarily due to the
increase in volume of interest earning assets over the comparable period of
2004 of $15.6 million. The overall average rate on the interest earning
assets increased slightly from 5.45% in 2004 to 5.46% in 2005. This small
increase coupled with the increase in the average rate on interest bearing
liabilities from 1.66% in 2004 to 1.88% in 2005 caused the net interest
margin to decrease from 3.99% for the first nine months of 2004 to 3.84% for
the corresponding period of 2005. The decline in the net interest margin is
expected to continue throughout 2005 as interest-bearing liabilities continue
to reprice more rapidly than interest-earning assets.

The increase in interest and fees on loans of $962,000 or 11.1% from the
corresponding period of 2004 is primarily due to the increase in volume of
$22.2 million from the comparable period of 2004. Approximately $6.0 million
of this increase relates to the branches acquired from HSBC on July 30, 2004.
The average rate on the total loan portfolio decreased from 6.60% for the
first nine months of 2004 to 6.50% for the same period of 2005. This was
primarily due to new loans being booked in the consumer installment and
mortgage portfolios having lower rates, on average, than the existing average
rates on the runoff of these portfolios. This is expected to continue
throughout 2005.

The decrease in interest on the securities portfolio of $290,000 from the
corresponding period of 2004 is primarily due to the decrease in the average
tax effected yield on the overall securities portfolio of 29 basis points
from 4.72% for the first nine months of 2004 to 4.43% for the comparable
period of 2005. This was partially offset by an increase in the average
volume of $4.3 million.

The increase in interest expense of $649,000 for the first nine months of
2005 as compared to the same period of 2004 is primarily related to the
increase in rates on virtually all categories of deposits and borrowings. The
overall average rate paid on interest bearing liabilities increased from
1.66% for the first nine months of 2004 to 1.88% for the comparable period of
2005. An increase in total interest bearing liabilities of $7.2 million over
the comparable period of 2004 also contributed to the increase in interest
expense.

The provision for loan losses decreased $230,000 to $195,000 from the
corresponding period in 2004. Net charge-offs decreased $202,000 from the
prior year period decreasing from $328,000 in the first nine months of 2004
to $126,000 in the first nine months of 2005. Non-performing loans decreased
from $720,000 at December 31, 2004 to $348,000 at September 30, 2005, a
decrease of $372,000. This decrease primarily relates to two commercial
non-accrual loans that were paid off during the first nine months of 2005 and
one new commercial non-accrual loan that was added during the same period of
2005. Based on our most recent analysis of collateral and cash flow on the
remaining non-performing loans we believe that the allowance for loan losses
allocated to these relationships is adequate. The provision in both periods
was deemed to be adequate based on the overall evaluation of the allowance
for loan losses as of September 30, 2005 and 2004. The allowance for loan
losses as a percent of net loans outstanding was 1.20% at September 30, 2005,
1.24% at December 31, 2004 and 1.36% at September 30, 2004.

Non-interest income decreased $93,000 or 4.3% from the corresponding period
of 2004. This decrease was primarily due to the decrease in gains on sales of
securities from the available for sale investment portfolio. This decrease
was partially offset by an increase in service charges on deposit accounts,
insurance commissions, fiduciary fees and other income. The higher service
charges on deposit accounts primarily reflects higher usage of the subsidiary
Bank's debit cards. The higher insurance commissions primarily relates to
increases in premiums at the insurance subsidiary. The higher other income
reflects additional ATM fees and higher other fee income.

Non-interest expense increased $2,246,000 or 31.1% from the corresponding
period of 2004. The primary reason for the significant increase in
non-interest expense was the Merger related expenses of $1,523,000 which
relates to the pending acquisition by NBT Bancorp, Inc. Legal and
professional fees of approximately $346,000, which are not tax deductible,
and termination fees associated with the Company's data processing contract
of approximately $1,177,000 make up this amount. Increases in salaries and
employee benefits, furniture and equipment expense and external data
processing expense were primarily a result of the acquisition of the two HSBC
branches on July 30, 2004. The higher salaries and employee benefits were
also due to normal salary adjustments, higher pension expense and increases
in medical insurance premiums. The higher furniture and equipment expense
relates to higher depreciation expense, higher maintenance contracts and
higher overall equipment maintenance expense. The higher external data
processing expense relates primarily to the additional accounts acquired with
the HSBC branch acquisition and the higher volume of debit card transactions.
Higher other expense primarily relates to costs associated with preparing for
Sarbanes-Oxley compliance. Occupancy expense was slightly lower than the same
period of 2004 as additional office space in the Saratoga Office was leased
to tenants in 2005. This additional income offset the additional occupancy
expenses associated with the acquisition of the HSBC offices in July 2004.
Non-interest expense is expected to exceed 2004 levels for the remainder of
2005 as we anticipate additional costs associated with the pending
acquisition by NBT.

The provision for income taxes decreased $682,000 from the corresponding
period of 2004. This primarily relates to the decrease in income before taxes
of $2,080,000. The combined effective federal and state tax rate for the
first nine months of 2005 was 24.6% as


                                     -12-

<PAGE>

compared to 28.1% for the corresponding period of 2004. This also relates to
the increase in tax exempt municipal income from $1,101,000 for the first
nine months of 2004 to $1,155,000 for the same period of 2005. This increase
when compared to the significant decline in the income before taxes resulted
in a lower overall effective tax rate. This was partially offset by non-tax
deductible expenses associated with the pending acquisition by NBT of
approximately $346,000 in the first nine months of 2005.


                                     -13-

<PAGE>

                              CNB BANCORP, INC.
          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Market risk is the risk of loss from adverse changes in market prices and
interest rates. The subsidiary Bank's market risk arises primarily from
interest rate risk inherent in its lending and deposit taking activities.
Although the subsidiary Bank manages other risks, such as credit and
liquidity risk, in the normal course of its business, management considers
interest rate risk to be its most significant market risk and could
potentially have the largest material effect on the subsidiary Bank's
financial condition and results of operations. The subsidiary Bank does not
currently have a trading portfolio or use derivatives to manage market and
interest rate risk.

The subsidiary Bank's interest rate risk management is the responsibility of
the Asset/Liability Management Committee (ALCO), which reports to the Board
of Directors. The ALCO, comprised of senior management, has developed
policies to measure, manage and monitor interest rate risk. Interest rate
risk arises from a variety of factors, including differences in the timing
between the contractual maturity or repricing of the subsidiary Bank's assets
and liabilities. For example, the subsidiary Bank's net interest income is
affected by changes in the level of market interest rates as the repricing
characteristics of its loans and other assets do not necessarily match those
of its deposits, other borrowings and capital.

In managing exposure, the subsidiary Bank uses interest rate sensitivity
models that measure both net gap exposure and earnings at risk. The ALCO
monitors the volatility of its net interest income by managing the
relationship of interest rate sensitive assets to interest rate sensitive
liabilities. The ALCO utilizes a simulation model to analyze net income
sensitivity to movements in interest rates. The simulation model projects net
interest income based on both an immediate 100 and 200 basis point rise or
fall in interest rates over a twelve month period. The model is based on the
actual maturity and repricing characteristics of interest rate assets and
liabilities. The model incorporates assumptions regarding the impact of
changing interest rates on the prepayment rate of certain assets and
liabilities.

The following table shows the approximate effect on the subsidiary Bank's
annualized net interest income, on a tax equivalent basis, as of September
30, 2005 assuming the immediate increases or decreases in interest rates
shown below:

  Change in             Estimated Net            Change in
Interest Rate          Interest Income          Net Interest
(basis points)          ($000 omitted)             Income
--------------         ---------------          ------------
     +200                   12,657                  (7.9)%
     +100                   13,260                  (3.5)
        0                   13,745                   0.0
     -100                   13,686                  (0.4)
     -200                   13,531                  (1.6)

Both up and down scenarios show a decline in the net interest income
primarily based on the subsidiary Bank's current position in callable
securities. In a declining rate environment these securities are quite often
called and the funds reinvested in lower yielding securities and in a rising
rate environment these securities do not get called so the funds do not
reprice as quickly as rates rise. The Company is currently repositioning the
investment portfolio into shorter maturities which react more favorably as
rates rise or fall.

Another tool used to measure interest rate sensitivity is the cumulative gap
analysis. The cumulative gap represents the net position of assets and
liabilities subject to repricing in specified time periods. Deposit accounts
without specified maturity dates are modeled based on historical run-off
characteristics of these products in periods of rising rates. As of September
30, 2005, the subsidiary Bank was in a liability sensitive or "negative gap"
position which means that more liabilities are scheduled to mature or reprice
within the next year than assets. The cumulative interest rate sensitivity
gap as of September 30, 2005 was 14.59% of total assets.

The cumulative gap analysis is merely a snapshot at a particular date and
does not fully reflect that certain assets and liabilities may have similar
repricing periods but may in fact reprice at different times within that
period and at differing rate levels. Management, therefore, uses the interest
rate sensitivity gap only as a general indicator of the potential effects of
interest rate changes on net interest income. Management believes that the
gap analysis is a useful tool only when used in conjunction with its
simulation model and other tools for analyzing and managing interest rate
risk.


                                     -14-

<PAGE>

                              CNB BANCORP, INC.
        DISCLOSURE OF EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as
of September 30, 2005, pursuant to Exchange Act Rule 13a-15. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective as of
September 30, 2005, in timely alerting them to material information relating
to the Company (including its consolidated subsidiaries) required to be
included in the Company's periodic SEC filings.

There was no change in the Company's internal control over financial
reporting that occurred during the Company's fiscal quarter ended September
30, 2005, that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.


                                     -15-

<PAGE>

                              CNB BANCORP, INC.

                                   PART II

Item 2.          Unregistered sales of equity securities and use of proceeds

<TABLE>

                    ISSUER PURCHASES OF EQUITY SECURITIES

<CAPTION>

                                                                                    Total Number              Maximum
                                                                                      of Shares               Number of
                                                                                    Purchased as            Shares that
                                                                                   Part of Publicly           May Yet Be
                                             Total Number         Average             Announced               Purchased
                                              of Shares          Price Paid            Plans or            Under the Plans
                                              Purchased          per Share             Programs              or Programs
                                             ------------        ----------        ----------------        ---------------

<S>                                               <C>              <C>                    <C>                     <C>
July 1, 2005 to July 31, 2005                     134              $38.10                 --                      --

August 1, 2005 to August 31, 2005                  --                  --                 --                      --

September 1, 2005 to September 30, 2005            --                  --                 --                      --
                                                  ---              ------                 --

TOTAL                                             134              $38.10                 --
                                                  ===              ======                 ==

</TABLE>

The most recent common stock buyback program was approved by the Company's
Board of Directors effective June 1, 2003 for a period of two years, to
expire on June 1, 2005. The total number of shares authorized to be purchased
under the plan was 110,820. The buyback program expired on June 1, 2005 and
was not extended. The shares purchased in July 2005 represent the fractional
shares held by participants in the dividend reinvestment plan which was
terminated in July 2005. Certificates were issued for all full shares and the
Company purchased the remaining fractional shares at the current market price
of $38.10.


                                     -16-

<PAGE>

                              CNB BANCORP, INC.

                                   PART II


Item 6.      Exhibits

The following exhibits are filed as a part of this report:

Exhibit No.  Exhibit
-----------  -------
     2.      Agreement and Plan of Merger, dated June 13, 2005, between CNB
             Bancorp, Inc. and NBT Bancorp, Inc. (Incorporated by reference
             to the current report on Form 8-K filed on June 14, 2005)

     3.1     Restated Certificate of Incorporation of CNB Bancorp, Inc.
             (Incorporated by reference to the current report on Form 8-K
             filed on August 10, 2001.)

     3.2     Bylaws of CNB Bancorp, Inc. (Incorporated by reference to the
             annual report on Form 10-K filed on March 31, 1996.)

     4.      Instruments Defining the Rights of Security Holders. (See
             Exhibits 3.1 and 3.2)

     31.1    Certification pursuant to section 302 of the Sarbanes-Oxley Act
             of 2002.

     31.2    Certification pursuant to section 302 of the Sarbanes-Oxley Act
             of 2002.

     32.1    Certification pursuant to 18 U.S.C. section 1350, as enacted
             pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

     32.2    Certification pursuant to 18 U.S.C. section 1350, as enacted
             pursuant to section 906 of the Sarbanes-Oxley Act of 2002.


                                     -17-

<PAGE>

                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                  CNB BANCORP, INC.

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

                                  By /s/ George A. Morgan
                                  -----------------------
                                  George A. Morgan, Vice President and
                                  Secretary
                                  (principal financial and accounting officer)

Dated: November 8, 2005


                                     -18-

<PAGE>

                              CNB BANCORP, INC.

                                EXHIBIT INDEX


Exhibit No.  Description
----------   -----------
     2.      Agreement and Plan of Merger, dated June 13, 2005, between CNB
             Bancorp, Inc. and NBT Bancorp, Inc. (Incorporated by reference to
             the current report on Form 8-K filed on June 14, 2005)

     3.1     Restated Certificate of Incorporation of CNB Bancorp, Inc.
             (Incorporated by reference to the current report on Form 8-K filed
             on August 10, 2001.)

     3.2     Bylaws of CNB Bancorp, Inc. (Incorporated by reference to the
             annual report on Form 10-K filed on March 31, 1996.)

     4.      Instruments Defining the Rights of Security Holders. (See Exhibits
             3.1 and 3.2)

     31.1    Certification pursuant to section 302 of the Sarbanes-Oxley Act
             of 2002.

     31.2    Certification pursuant to section 302 of the Sarbanes-Oxley Act
             of 2002.

     32.1    Certification pursuant to 18 U.S.C. section 1350, as enacted
             pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

     32.2    Certification pursuant to 18 U.S.C. section 1350, as enacted
             pursuant to section 906 of the Sarbanes-Oxley Act of 2002.


                                     -19-