EXHIBIT 10

                                   EXHIBIT 10

                            CNB FINANCIAL CORPORATION

                 Form 10-K For The Year Ended December 31, 2001

                               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 18. These financial statements are incorporated herein by reference from
the Annual Shareholder's Report for the year ended December 31, 2001.

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