0000950159-05-001471 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").