CNB Financial Corp. Sample Contracts

GUARANTEE AGREEMENT CNB Financial Corp. Dated as of December 16, 2005
Guarantee Agreement • December 19th, 2005 • CNB Financial Corp. • New York

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of December 16, 2005, is executed and delivered by CNB Financial Corp., incorporated in Massachusetts (the "Guarantor"), and U.S. Bank National Association, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Commonwealth National Bank Statutory Trust I, a Connecticut statutory trust (the "Issuer").

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CHANGE IN CONTROL SEVERANCE AGREEMENT COMMONWEALTH NATIONAL BANK
Change in Control Severance Agreement • March 24th, 2009 • CNB Financial Corp. • National commercial banks • Massachusetts

This Agreement is made and entered into, effective as of May 30, 2008, by and between Commonwealth National Bank, a national bank with its principal office and place of business at 33 Waldo Street, Worcester, Massachusetts (“Bank”) and Charles R. Valade, a resident of Sutton, Massachusetts (“Executive”). This Agreement constitutes a restatement, in its entirety, of the agreement entered into by and between the parties effective as of May 18, 2006.

FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT --------------------------------------
Qualified Stock Option Award Agreement • March 27th, 2007 • CNB Financial Corp. • National commercial banks • Massachusetts
AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 25, 2009 BY AND BETWEEN UNITED FINANCIAL BANCORP, INC. AND CNB FINANCIAL CORP.
Agreement and Plan of Merger • June 29th, 2009 • CNB Financial Corp. • National commercial banks • Maryland

This is an Agreement and Plan of Merger, dated as of the 25th day of June, 2009 (“Agreement”), by and between United Financial Bancorp, Inc., a Maryland corporation (“United Financial Bancorp”), and CNB Financial Corp. , a Massachusetts corporation (“CNB Financial”).

LEASE THE DWIGHT FOSTER BUILDING WORCESTER, MASSACHUSETTS Lease Dated as of DECEMBER 1, 2001
CNB Financial Corp. • March 28th, 2007 • National commercial banks • Massachusetts
COMMERCIAL LEASE
Commercial Lease • November 6th, 2006 • CNB Financial Corp. • Blank checks

Worcester Millbrook LLC, LESSOR, which expression shall include heirs, successors, and assigns where the context so admits, does hereby lease to Commonwealth National Bank, LESSEE, which expression shall include successors, executors, administrators, and assigns where the context so admits, and the LESSEE hereby leases the following described premises:

MERGER TERMINATION AGREEMENT
Merger Termination Agreement • June 29th, 2009 • CNB Financial Corp. • National commercial banks • Delaware

This Merger Termination Agreement (this “Agreement”) is entered into as of June 25, 2009 by and between Berkshire Hills Bancorp, Inc. (“Berkshire Hills Bancorp”), a Delaware corporation, and CNB Financial Corp. (“CNB Financial”), a Massachusetts corporation.

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 19th, 2005 • CNB Financial Corp.

This Agreement and Plan of Reorganization ("Reorganization Agreement") dated as of November 15,2005, is made and entered into by and among Commonwealth National Bank ("Bank"), a national bank, CNB Interim National Bank ("Interim Bank"), an interim national bank organized under federal law, and CNB Financial Corp., a Massachusetts corporation, as follows:

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