<PAGE> 1



                     EXHIBIT 10.2: FORM OF AWARD AGREEMENTS


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                                     FORM OF
                        RESTRICTED STOCK AWARD AGREEMENT
             FOR THE CNB FINANCIAL CORP. 2008 EQUITY INCENTIVE PLAN

         This Award Agreement is provided to _______________ (the "Participant")
by CNB Financial Corp. (the "Company") as of ___________ (the "Grant Date"), the
date the Compensation Committee of the Board of Directors (the "Committee")
awarded the Participant a restricted stock award pursuant to the CNB Financial
Corp. 2008 Equity Incentive Plan (the "2008 Plan"), subject to the terms and
conditions of the 2008 Plan and this Award Agreement:

         1.       NUMBER OF SHARES SUBJECT
                  TO YOUR RESTRICTED STOCK AWARD:     ________  shares of Common
                                                      Stock ("Shares"), subject
                                                      to adjustment as may be
                                                      necessary pursuant to
                                                      Article 10 of the 2008
                                                      Plan.

         2.       GRANT DATE:                         _________

         Unless sooner vested in accordance with Section 3 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the restrictions imposed under Section 2 of the Terms and Conditions will expire
as to the following percentages of the Shares awarded hereunder, on the
following respective dates; provided that the Participant is still employed by
or in service with the Company or any of its subsidiaries:

       Percentage of            Number of Shares
      Shares Vesting                Vesting              Vesting Date
      --------------            ----------------         -------------


         IN WITNESS WHEREOF, CNB Financial Corp., acting by and through the
Committee, has caused this Award Agreement to be executed as of the Grant Date
set forth above.

                                     CNB FINANCIAL CORP.



                                     By:
                                         ---------------------------------------
                                         On behalf of the Compensation Committee

ACCEPTED BY PARTICIPANT:


---------------------------
[Name]

---------------------------
Date


<PAGE> 3

TERMS AND CONDITIONS

1.       GRANT OF SHARES. The Grant Date and number of Shares underlying your
         Restricted Stock Award are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such terms in the 2008 Plan.

2.       RESTRICTIONS. The unvested Shares underlying your Restricted Stock
         Award (the "Restricted Shares") are subject to the following
         restrictions until they expire or terminate.

         (a)    Restricted Shares may not be sold, transferred, exchanged,
                assigned, pledged, hypothecated or otherwise encumbered.

         (b)    If your employment or service with the Company or any Affiliate
                terminates for any reason other than as set forth in paragraph
                (b) of Section 3 hereof, then you will forfeit all of your
                rights, title and interest in and to the Restricted Shares as of
                the date of termination, and the Restricted Shares shall revert
                to the Company under the terms of the 2008 Plan.

         (c)    Restricted Shares are subject to the vesting schedule set forth
                on page 1 of this Award Agreement.

3.       EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
         under Section 2 will expire on the earliest to occur of the following
         (the period prior to such expiration being referred to herein as the
         "Restricted Period"):

         (a)    As to the percentages of the Shares specified in the vesting
                schedule on page 1 of this Award Agreement, on the respective
                dates specified in the vesting schedule on page 1; provided you
                are then still employed by or in the service of the Company or
                an Affiliate; or

         (b)    Upon termination of your employment by reason of death or
                Disability; or

         (c)    Upon a Change in Control (as defined in the 2008 Plan).

4.       DELIVERY OF SHARES. Once the Shares are vested (see vesting schedule on
         page 1), the Shares (and accumulated dividends and earnings, if any)
         will be distributed in accordance with your instructions.

5.       VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have
         full voting and dividend rights with respect to the Shares during and
         after the Restricted Period. If you forfeit your rights under this
         Award Agreement in accordance with Section 2, you will no longer have
         any rights as a shareholder with respect to the Restricted Shares and
         you will no longer be entitled to receive dividends on the Shares.

6.       CHANGES IN CAPITAL STRUCTURE. Upon the occurrence of a corporate event
         (including, without limitation, any stock dividend, stock split,
         extraordinary cash dividend, recapitalization, reorganization, merger,
         consolidation, split-up, spin-off, combination or exchange of shares),
         your award will be adjusted as necessary to preserve the benefits or
         potential benefits of the award. Without limiting the above, in the
         event of a subdivision of the outstanding Stock (stock-split), a
         declaration of a dividend payable in Stock, or a combination or
         consolidation of the

                                       1
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         outstanding Stock into a lesser number of Shares, the Shares subject to
         this Award Agreement will automatically be adjusted proportionately.

7.       NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will
         interfere with or limit in any way the right of the Company or any
         Affiliate to terminate your employment or service at any time, nor
         confer upon you any right to continue in the employ or service of the
         Company or any Affiliate.

8.       PAYMENT OF TAXES. You may make an election to be taxed upon your
         Restricted Stock Award under Section 83(b) of the Code within 30 days
         of the Grant Date. If you do not make an 83(b) Election, upon vesting
         of the Restricted Stock Award the Committee is entitled to require as a
         condition of delivery: (i) that you remit an amount sufficient to
         satisfy any and all federal, state and local (if any) tax withholding
         requirements and employment taxes (I.E., FICA and FUTA), (ii) that the
         withholding of such sums come from compensation otherwise due to you or
         from Shares due to you under the 2008 Plan, or (iii) any combination of
         the foregoing. Any withholding shall comply with Rule 16b-3 or any
         amendments or successive rules. OUTSIDE DIRECTORS OF THE COMPANY ARE
         SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING.

9.       PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2008 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the Plan and the provisions of this Agreement, the provisions of the
         Plan will control.

10.      SEVERABILITY. If any one or more of the provisions contained in this
         Agreement is deemed to be invalid, illegal or unenforceable, the other
         provisions of this Agreement will be construed and enforced as if the
         invalid, illegal or unenforceable provision had never been included in
         this Agreement.

11.      NOTICE. Notices and communications under this Agreement must be in
         writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           CNB Financial Corp.
                           33 Waldo Street
                           Worcester, MA 01613-0830
                           Attn: Compensation Committee

         or any other address designated by the Company in a written notice to
         you. Notices to you will be directed to your address as then currently
         on file with the Company, or at any other address that you provide in a
         written notice to the Company.

12.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2008 Plan.

                                       2
<PAGE> 5
                                     FORM OF
                     INCENTIVE STOCK OPTION AWARD AGREEMENT
             FOR THE CNB FINANCIAL CORP. 2008 EQUITY INCENTIVE PLAN

         This Award Agreement is provided to ________________ (the
"Participant") by CNB Financial Corp. (the "Company") as of _________ (the
"Grant Date"), the date the Compensation Committee of the Board of Directors
(the "Committee") granted the Participant the right and option to purchase
Shares pursuant to the CNB Financial Corp. 2008 Equity Incentive Plan (the "2008
Plan"), subject to the terms and conditions of the 2008 Plan and this Award
Agreement:


         1.       OPTION GRANT:               You have been granted an INCENTIVE
                                              STOCK OPTION (referred to in this
                                              Agreement as your "Option").

         2.       NUMBER OF SHARES
                  SUBJECT TO YOUR OPTION:     ___________ shares of Common Stock
                                              ("Shares"), subject to adjustment
                                              as may be necessary pursuant to
                                              Article 10 of the 2008 Plan.

         3.       GRANT DATE:                 ___________

         4.       EXERCISE PRICE:             You may purchase Shares covered by
                                              your Option at a price of $_______
                                              per share.

         Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:

     Continuous Status    Percentage of Option   Number of Shares   Vesting Date
     as a Participant       Vested/Number of      Available for
      after Grant Date         Shares               Exercise



         IN WITNESS WHEREOF, CNB Financial Corp., acting by and through the
Committee, has caused this Award Agreement to be executed as of the Grant Date
set forth above.

                                     CNB FINANCIAL CORP.



                                     By:
                                         ---------------------------------------
                                         On behalf of the Compensation Committee

ACCEPTED BY PARTICIPANT:


---------------------------
[Name]

---------------------------
Date


<PAGE> 6
TERMS AND CONDITIONS

1.       GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
         subject to your Option are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such terms in the 2008 Plan. The Company intends
         this grant to qualify as an Incentive Stock Option under Section 422 of
         the Internal Revenue Code of 1986, as amended.

2.       VESTING OF OPTIONS. The Option shall vest (become exercisable) in
         accordance with the vesting schedule shown on page 1 of this Award
         Agreement. Notwithstanding the vesting schedule on page 1, the Option
         will also vest and become exercisable:

         (a)    Upon your death or Disability during your Continuous Status as a
                Participant; or

         (b)    Upon a Change in Control (as defined in the 2008 Plan).

3.       TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
         Option will be for a period of ten (10) years, expiring at 5:00 p.m.,
         Eastern Time, on the tenth anniversary of the Grant Date (the
         "Expiration Date"). To the extent not previously exercised, the vested
         portion of your Option will lapse prior to the Expiration Date upon the
         earliest to occur of the following circumstances:

         (a)    Three (3) months after the termination of your Continuous Status
                as a Participant for any reason other than your death or
                Disability.

         (b)    Twelve (12) months after termination of your Continuous Status
                as a Participant by reason of Disability.

         (c)    Twelve (12) months after the date of your death, if you die
                while employed, or during the three-month period described in
                subsection (a) above or during the twelve-month period described
                in subsection (b) above and before the Option would otherwise
                lapse. Upon your death, your beneficiary (designated pursuant to
                the terms of the 2008 Plan) may exercise your Option.

         (d)    At the end of the remaining original term of the Option, if your
                employment is involuntarily or constructively terminated within
                twelve (12) months of a Change in Control. Options exercised
                more than three (3) months after your termination date will be
                treated as Non-Statutory Stock Options for tax purposes.

         The Committee may, prior to the lapse of your Option under the
         circumstances described in paragraphs (a), (b), (c) or (d) above,
         extend the time to exercise your Option as determined by the Committee
         in writing and subject to federal regulations. If you return to
         employment with the Company during the designated post-termination
         exercise period, then you will be restored to the status as a
         Participant that you held prior to termination, but no vesting credit
         will be earned for any period you were not in Continuous Status as a
         Participant. If you or your beneficiary exercises an Option after your
         termination of service, the Option may be exercised only with respect
         to the Shares that were otherwise vested on the date of your
         termination of service.

                                       1
<PAGE> 7
4.       EXERCISE OF OPTION. You may exercise your Option by providing:

         (a)    a written notice of intent to exercise to [__________]
                at the address and in the form specified by the Committee from
                time to time; and

         (b)    payment to the Company in full for the Shares subject to the
                exercise (unless the exercise is a cashless exercise). Payment
                for such Shares can be made in cash, Company common stock
                ("stock swap"), a combination of cash and Company common stock
                or by means of "cashless exercise" (if permitted by the
                Committee).

5.       BENEFICIARY DESIGNATION. You may, in the manner determined by the
         Committee, designate a beneficiary to exercise your rights under the
         2008 Plan and to receive any distribution with respect to this Option
         upon your death. A beneficiary, legal guardian, legal representative,
         or other person claiming any rights under the 2008 Plan is subject to
         all terms and conditions of this Award Agreement and the 2008 Plan, and
         to any additional restrictions deemed necessary or appropriate by the
         Committee. If you have not designated a beneficiary or none survives
         you, the Option may be exercised by the legal representative of your
         estate, and payment will be made to your estate. You may change or
         revoke a beneficiary designation at any time, provided the change or
         revocation is filed with the Company.

6.       WITHHOLDING.

         (A)    EXERCISE OF INCENTIVE
                STOCK OPTION:
                                            There are no regular federal or
                                            state income or employment tax
                                            liabilities upon the exercise of an
                                            Incentive Stock Option (SEE
                                            INCENTIVE STOCK OPTION HOLDING
                                            PERIOD), although the excess, if
                                            any, of the Fair Market Value of the
                                            shares of Common Stock on the date
                                            of exercise over the Exercise Price
                                            will be treated as income for
                                            alternative minimum tax ("AMT")
                                            purposes and may subject you to AMT
                                            in the year of exercise. PLEASE
                                            CHECK WITH YOUR TAX ADVISOR.

         (B)    DISQUALIFYING DISPOSITION:

                                            In the event of a disqualifying
                                            disposition (described below), you
                                            may be required to pay CNB Financial
                                            Corp. or its Affiliates (based on
                                            the federal and state regulations in
                                            place at the time of exercise) an
                                            amount sufficient to satisfy all
                                            federal, state and local tax
                                            withholding.

         (C)    INCENTIVE STOCK OPTION
                HOLDING PERIOD:
                                            In order to receive Incentive Stock
                                            Option tax treatment under Section
                                            422 of the Code, you may not dispose
                                            of Shares acquired under an
                                            Incentive Stock Option Award (i) for
                                            two (2) years from the Date of Grant
                                            and (ii) for one (1) year after the
                                            date you exercise your Incentive
                                            Stock Option. YOU MUST NOTIFY THE
                                            COMPANY WITHIN TEN (10) DAYS OF AN
                                            EARLY DISPOSITION OF COMMON STOCK
                                            (I.E., A "DISQUALIFYING
                                            DISPOSITION").

                                       2
<PAGE> 8

7.       LIMITATION OF RIGHTS. This Option does not confer on you or your
         beneficiary any rights as a shareholder of the Company unless and until
         Shares are in fact issued in connection with the Option exercise.
         Nothing in this Award Agreement will interfere with or limit in any way
         the right of the Company or any Affiliate to terminate your service at
         any time, nor confer upon you any right to continue in the service of
         the Company or any Affiliate.

8.       STOCK RESERVE. The Company shall, at all times during the term of this
         Award Agreement, reserve and keep available a sufficient number of
         Shares to satisfy the requirements of this Award Agreement.

9.       RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or
         hypothecate your rights or interests in this Option to or in favor of
         any party other than the Company or an Affiliate, and the Option shall
         not be subject to any lien, obligation, or liability of the Participant
         to any other party other than the Company or an Affiliate. You may not
         assign or transfer the Option, other than by will or the laws of
         descent and distribution or pursuant to a domestic relations order that
         would satisfy Section 414(p)(1)(A) of the Code, if such Section applied
         to an Option under the 2008 Plan. Only you or a permitted transferee
         may exercise the Option during your lifetime.

10.      PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2008 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2008 Plan and the provisions of this Award Agreement, the
         provisions of the 2008 Plan will control.

11.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2008 Plan.

12.      SEVERABILITY. If any one or more of the provisions contained in this
         Award Agreement is invalid, illegal or unenforceable, the other
         provisions of this Award Agreement will be construed and enforced as if
         the invalid, illegal or unenforceable provision had never been included
         in the Award Agreement.

13.      NOTICE. Notices and communications under this Award Agreement must be
         in writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           CNB Financial Corp.
                           33 Waldo Street
                           Worcester, MA 01613-0830
                           Attn: Compensation Committee

         or any other address designated by the Company in a written notice to
         the Participant. Notices to you will be directed to your address, then
         currently on file with the Company, or to any other address that you
         provide in a written notice to the Company.

                                       3
<PAGE> 9
                                     FORM OF
               NON-STATUTORY STOCK OPTION AWARD AGREEMENT FOR THE
                 CNB FINANCIAL CORP. 2008 EQUITY INCENTIVE PLAN

         This Award Agreement is provided to _______________ (the "Participant")
by CNB Financial Corp. (the "Company") as of _________ (the "Grant Date"), the
date the Compensation Committee of the Board of Directors (the "Committee")
granted the Participant the right and option to purchase Shares pursuant to the
CNB Financial Corp. 2008 Equity Incentive Plan (the "2008 Plan"), subject to the
terms and conditions of the 2008 Plan and this Award Agreement:


         1.    OPTION GRANT:             You have been granted a NON-STATUTORY
                                         STOCK OPTION (referred to in this
                                         Agreement as your "Option"). Your
                                         Option is NOT intended to qualify as
                                         an "incentive stock option" under
                                         Section 422 of the Internal Revenue
                                         Code of 1986, as amended.

         2.    NUMBER OF SHARES
               SUBJECT TO YOUR OPTION:   ________ shares of Common Stock
                                         ("Shares"), subject to adjustment as
                                         may be necessary pursuant to Article 10
                                         of the 2008 Plan.

         3.    GRANT DATE:               ________

         4.    EXERCISE PRICE:           You may purchase Shares covered by your
                                         Option at a price of $______ per share.

         Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:


  Continuous Status
  as a Participant      Percentage of      Number of Shares
  after Grant Date      Option Vested    Available for Exercise    Vesting Date




         IN WITNESS WHEREOF, CNB Financial Corp., acting by and through the
Committee, has caused this Award Agreement to be executed as of the Grant Date
set forth above.

                                     CNB FINANCIAL CORP.



                                     By:
                                         ---------------------------------------
                                         On behalf of the Compensation Committee

ACCEPTED BY PARTICIPANT:


---------------------------
[Name]

---------------------------
Date

<PAGE> 10

TERMS AND CONDITIONS

1.       GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
         subject to your Option are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such terms in the 2008 Plan.

2.       VESTING OF OPTIONS. The Option shall vest (become exercisable) in
         accordance with the vesting schedule shown on page 1 of this Award
         Agreement. Notwithstanding the vesting schedule on page 1, the Option
         will also vest and become exercisable:

         (a)    Upon your death or Disability during your Continuous Status as a
                Participant; or

         (b)    Upon a Change in Control (as defined in the 2008 Plan).

3.       TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
         Option will be for a period of ten (10) years, expiring at 5:00 p.m.,
         Eastern Time, on the tenth anniversary of the Grant Date (the
         "Expiration Date"). To the extent not previously exercised, the vested
         portion of your Option will lapse prior to the Expiration Date upon the
         earliest to occur of the following circumstances:

         (a)    Three (3) months after the termination of your Continuous Status
                as a Participant for any reason other than your death or
                Disability.

         (b)    Twelve (12) months after termination of your Continuous Status
                as a Participant by reason of Disability.

          (c)   Twelve (12) months after the date of your death, if you die
                while employed, or during the three-month period described in
                subsection (a) above or during the twelve-month period described
                in subsection (b) above and before the Option would otherwise
                lapse. Upon your death, your beneficiary (designated pursuant to
                the terms of the 2008 Plan) may exercise your Option.

         (d)    At the end of the remaining original term of the Option if your
                employment is involuntarily or constructively terminated within
                twelve (12) months of a Change in Control.

         The Committee may, prior to the lapse of your Option under the
         circumstances described in paragraphs (a), (b), (c) or (d) above,
         extend the time to exercise your Option as determined by the Committee
         in writing and subject to federal regulations. If you return to
         employment with the Company during the designated post-termination
         exercise period, then you will be restored to the status as a
         Participant you held prior to such termination, but no vesting credit
         will be earned for any period you were not in Continuous Status as a
         Participant. If you or your beneficiary exercises an Option after your
         termination of service, the Option may be exercised only with respect
         to the Shares that were otherwise vested on the date of your
         termination of service.


4.       EXERCISE OF OPTION. You may exercise your Option by providing:

         (a)    a written notice of intent to exercise to [__________] at the
                address and in the form specified by the Committee from time to
                time; and

                                        1
<PAGE> 11
         (b)    payment to the Company in full for the Shares subject to the
                exercise (unless the exercise is a cashless exercise). Payment
                for the Shares can be made in cash, Company common stock ("stock
                swap"), a combination of cash and Company common stock or by
                means of a cashless exercise (if permitted by the Committee).

5.       BENEFICIARY DESIGNATION. You may, in a manner determined by the
         Committee, designate a beneficiary to exercise your rights under the
         2008 Plan and to receive any distribution with respect to this Option
         upon your death. A beneficiary, legal guardian, legal representative,
         or other person claiming any rights under the 2008 Plan is subject to
         all terms and conditions of this Award Agreement and the 2008 Plan, and
         to any additional restrictions deemed necessary or appropriate by the
         Committee. If you have not designated a beneficiary or none survives
         you, the Option may be exercised by the legal representative of your
         estate, and payment shall be made to your estate. You may change or
         revoke a beneficiary designation at any time provided the change or
         revocation is filed with the Company.

6.       WITHHOLDING. The Company or any employer Affiliate has the authority
         and the right to deduct or withhold, or require you to remit to the
         Company, an amount sufficient to satisfy federal, state, and local (if
         any) withholding taxes and employment taxes (I.E., FICA and FUTA).
         OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND ARE NOT SUBJECT
         TO TAX WITHHOLDING.

7.       LIMITATION OF RIGHTS. This Option does not confer on you or your
         beneficiary designated pursuant to Paragraph 5 any rights as a
         shareholder of the Company unless and until the Shares are in fact
         issued in connection with the exercise of the Option. Nothing in this
         Award Agreement shall interfere with or limit in any way the right of
         the Company or any Affiliate to terminate your employment at any time,
         nor confer upon you any right to continue in the service of the Company
         or any Affiliate.

8.       RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or
         hypothecate your right or interest in this Option to or in favor of any
         party other than the Company or an Affiliate, and this Option shall not
         be subject to any lien, obligation, or liability of the Participant to
         any other party other than the Company or an Affiliate. You may not
         assign or transfer this Option other than by will or the laws of
         descent and distribution or pursuant to a domestic relations order that
         would satisfy Section 414(p)(1)(A) of the Code if such Section applied
         to an Option under the 2008 Plan; provided, however, that the Committee
         may (but need not) permit other requested transfers. Only you or any
         permitted transferee may exercise this Option during your lifetime.

9.       PLAN CONTROLS. The terms contained in the 2008 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2008 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2008 Plan and the provisions of this Award Agreement, the
         provisions of the 2008 Plan will control.

10.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2008 Plan.

11.      SEVERABILITY. If any one or more of the provisions contained in this
         Award Agreement is invalid, illegal or unenforceable, the other
         provisions of this Award Agreement will be construed and enforced as if
         the invalid, illegal or unenforceable provision had never been included
         in this Award Agreement.

                                       2
<PAGE> 12

12.      NOTICE. Notices and communications under this Award Agreement must be
         in writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                           CNB Financial Corp.
                           33 Waldo Street
                           Worcester, MA 01613-0830
                           Attn: Compensation Committee

         or any other address designated by the Company in a written notice to
         the Participant. Notices to you will be directed to your address, as
         then currently on file with the Company, or to any other address that
         you provide in a written notice to the Company.

13.      STOCK RESERVE. The Company shall at all times during the term of this
         Agreement reserve and keep available a sufficient number of Shares to
         satisfy the requirements of this Agreement.

                                       3