ADIRONDACK FINANCIAL SERVICES BANCORP, INC.
               Proxy Solicited on Behalf of the Board of Directors
                         Special Meeting of Shareholders
                                  May 24, 1999



     The undersigned  hereby  constitutes and appoints the Board of Directors of
Adirondack Financial Services Bancorp,  Inc. his true and lawful agent and proxy
with full power of  substitution,  to represent the  undersigned  at the special
meeting of shareholders of Adirondack  Financial  Services  Bancorp,  Inc. to be
held on May 24,  1999 at 4:00  p.m.,  local  time,  and at any  adjournments  or
postponements  thereof,  on all matters  coming  before said meeting and directs
such proxy to vote as indicated below:

1.   Proposal to adopt the Agreement of Merger, dated as of January 23, 1999, by
     and among Adirondack,  CNB Bancorp,  Inc. and CNB Acquisition Corp., and to
     approve the transactions contemplated by that agreement.

                  _                              _                         _
            For  |_|                  Against   |_|              Abstain  |_|

2.   In its discretion, the proxy is authorized to vote upon such other business
     as may properly come before the meeting or any  adjournment or postponement
     thereof.

This proxy card,  when properly  executed,  will be voted in the manner directed
herein by the undersigned shareholder.  If no direction is made, this proxy will
be voted FOR the proposal identified above.


Please sign exactly as name appears below.


                                          When shares are held as joint tenants,
                                          both should sign. When signing as
                                          attorney, executor, administrator,
                                          trustee or guardian, please give full
                                          title as such.  If a  corporation,
                                          please sign in full corporate  name by
                                          President or other authorized officer.
                                          If a partnership, please sign in
                                          partnership name by authorized person.


                                          Dated _________________________, 1999

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                                               Print Name of Shareholder

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                                                      Signature

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                                          Print Shareholder Name if held jointly

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                                             Signature if held jointly


             PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
                          USING THE ENCLOSED ENVELOPE.