Material Contracts

 
                                  EXHIBIT 10

                           CNB FINANCIAL CORPORATION

                Form 10-K For The Year Ended December 31, 1998

                              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 17. These financial statements are incorporated herein by reference from
the Annual Shareholder's Report for the year ended December 31, 1998.