Material Contracts A lease agreement was entered into between CNB Financial Corporation's wholly owned subsidiary County National Bank and a director of both entities. This lease is discussed in the notes to the consolidated financial statements on...

 
                                   EXHIBIT 10
                                        
                           CNB FINANCIAL CORPORATION


                 Form 10-K For The Year Ended December 31, 1997

                               Material Contracts



     A lease agreement was entered into between CNB Financial Corporation's
wholly owned subsidiary County National Bank and a director of both entities.
This lease is discussed in the notes to the consolidated financial statements on
page 15.  These financial statements are incorporated herein by reference from
the Annual Shareholders' Report for the year ended December 31, 1997.