Exhibit 10.2


    

      


       

      GUARANTEE
        AGREEMENT

       

      CNB
        Financial Corp.

       

      Dated
        as
        of December 16, 2005

       

      



      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            TABLE
              OF CONTENTS

            Page

             

            


          

        

      



      
        	 	
                ARTICLE
                  I

                 

              	 
	 	
                DEFINITIONS
                  AND INTERPRETATION

                 

              	 
	
                SECTION
                  1.1.

                 

              	
                Definitions
                  and Interpretation

                 

              	
                1

                 

              
	 	
                ARTICLE
                  II

                 

              	 
	 	
                POWERS,
                  DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

                 

              	 
	
                SECTION
                  2.1.

                 

              	
                Powers
                  and Duties of the Guarantee Trustee

                 

              	
                4

                 

              
	
                SECTION
                  2.2.

                 

              	
                Certain
                  Rights of the Guarantee Trustee

                 

              	
                5

                 

              
	
                SECTION
                  2.3.

                 

              	
                Not
                  Responsible for Recitals or Issuance of Guarantee

                 

              	
                7

                 

              
	
                SECTION
                  2.4.

                 

              	
                Events
                  of Default; Waiver

                 

              	
                7

                 

              
	
                SECTION
                  2.5.

                 

              	
                Events
                  of Default; Notice

                 

              	
                8

                 

              
	 	
                ARTICLE
                  III

                 

              	 
	 	
                THE
                  GUARANTEE TRUSTEE

                 

              	 
	
                SECTION
                  3.1.

                 

              	
                The
                  Guarantee Trustee; Eligibility

                 

              	
                8

                 

              
	
                SECTION
                  3.2.

                 

              	
                Appointment,
                  Removal and Resignation of the Guarantee Trustee

                 

              	
                9

                 

              
	 	
                ARTICLE
                  IV

                 

              	 
	 	
                GUARANTEE

                 

              	 
	
                SECTION
                  4.1.

                 

              	
                Guarantee

                 

              	
                9

                 

              
	
                SECTION
                  4.2.

                 

              	
                Waiver
                  of Notice and Demand

                 

              	
                10

                 

              
	
                SECTION
                  4.3.

                 

              	
                Obligations
                  Not Affected

                 

              	
                10

                 

              
	
                SECTION
                  4.4.

                 

              	
                Rights
                  of Holders

                 

              	
                11

                 

              
	
                SECTION
                  4.5.

                 

              	
                Guarantee
                  of Payment

                 

              	
                11

                 

              
	
                SECTION
                  4.6.

                 

              	
                Subrogation

                 

              	
                11

                 

              
	
                SECTION
                  4.7.

                 

              	
                Independent
                  Obligations

                 

              	
                12

                 

              
	
                SECTION
                  4.8.

                 

              	
                Enforcement

                 

              	
                12

                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          TABLE
            OF CONTENTS

          (continued)

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                ARTICLE
                  V

                 

              	 
	 	
                LIMITATION
                  OF TRANSACTIONS; SUBORDINATION

                 

              	 
	
                SECTION
                  5.1.

                 

              	
                Limitation
                  of Transactions

                 

              	
                12

                 

              
	
                SECTION
                  5.2.

                 

              	
                Ranking

                 

              	
                13

                 

              
	 	
                ARTICLE
                  VI

                 

              	 
	 	
                TERMINATION

                 

              	 
	
                SECTION
                  6.1.

                 

              	
                Termination

                 

              	
                13

                 

              
	 	
                ARTICLE
                  VII

                 

              	 
	 	
                INDEMNIFICATION

                 

              	 
	
                SECTION
                  7.1.

                 

              	
                Exculpation

                 

              	
                14

                 

              
	
                SECTION
                  7.2.

                 

              	
                Indemnification

                 

              	
                14

                 

              
	
                SECTION
                  7.3.

                 

              	
                Compensation;
                  Reimbursement of Expenses

                 

              	
                15

                 

              
	 	
                ARTICLE
                  VIII

                 

              	 
	 	
                MISCELLANEOUS

                 

              	 
	
                SECTION
                  8.1.

                 

              	
                Successors
                  and Assigns

                 

              	
                16

                 

              
	
                SECTION
                  8.2.

                 

              	
                Amendments

                 

              	
                16

                 

              
	
                SECTION
                  8.3.

                 

              	
                Notices

                 

              	
                16

                 

              
	
                SECTION
                  8.4.

                 

              	
                Benefit

                 

              	
                17

                 

              
	
                SECTION
                  8.5.

                 

              	
                Governing
                  Law

                 

              	
                17

                 

              
	
                SECTION
                  8.6.

                 

              	
                Counterparts

                 

              	
                17

                 

              


      

      


      


      



      
        
          
             

            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
             

          

        

      



      GUARANTEE
        AGREEMENT

       

      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").

       

      WHEREAS,
        pursuant to an Amended and Restated Declaration of Trust (the "Declaration"),
        dated as of December 16, 2005, among the trustees named therein of the Issuer,
        CNB Financial Corp., as sponsor, and the Holders from time to time of undivided
        beneficial interests in the assets of the Issuer, the Issuer is issuing on
        the
        date hereof securities, having an aggregate liquidation amount of up to
        $7,500,000, designated the TP Securities (the "Capital Securities");
        and

       

      WHEREAS,
        as incentive for the Holders to purchase the Capital Securities, the Guarantor
        desires irrevocably and unconditionally to agree, to the extent set forth
        in
        this Guarantee, to pay to the Holders of Capital Securities the Guarantee
        Payments (as defined herein) and to make certain other payments on the terms
        and
        conditions set forth herein.

       

      NOW,
        THEREFORE, in consideration of the purchase by each Holder of the Capital
        Securities, which purchase the Guarantor hereby agrees shall benefit the
        Guarantor, the Guarantor executes and delivers this Guarantee for the benefit
        of
        the Holders.

       

      ARTICLE
        I

      DEFINITIONS
        AND INTERPRETATION

       

      SECTION
        1.1.   Definitions
        and Interpretation.

       

      In
        this
        Guarantee, unless the context otherwise requires:

       

      (a)  capitalized
        terms used in this Guarantee but not defined in the preamble above have the
        respective meanings assigned to them in this Section 1.1;

       

      (b)  a
        term
        defined anywhere in this Guarantee has the same meaning throughout;

       

      (c)  all
        references to "the Guarantee" or "this Guarantee" are to this Guarantee as
        modified, supplemented or amended from time to time;

       

      (d)  all
        references in this Guarantee to Articles and Sections are to Articles and
        Sections of this Guarantee, unless otherwise specified;

       

      (e)  terms
        defined in the Declaration as of the date of execution of this Guarantee
        have
        the same meanings when used in this Guarantee, unless otherwise defined in
        this
        Guarantee or unless the context otherwise requires; and

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (f)  a
        reference to the singular includes the plural and vice versa.

       

      "Beneficiaries"
        means any Person to whom the Issuer is or hereafter becomes indebted or
        liable.

       

      "Corporate
        Trust Office" means the office of the Guarantee Trustee at which the corporate
        trust business of the Guarantee Trustee shall, at any particular time, be
        principally administered.

       

      "Covered
        Person" means any Holder of Capital Securities.

       

      "Debentures"
        means the junior subordinated debentures of CNB Financial Corp., designated
        the
        Junior Subordinated Debt Securities due 2036, held by the Institutional Trustee
        (as defined in the Declaration) of the Issuer.

       

      "Event
        of
        Default" has the meaning set forth in Section 2.4.

       

      "Guarantee
        Payments" means the following payments or distributions, without duplication,
        with respect to the Capital Securities, to the extent not paid or made by
        the
        Issuer: (i) any accrued and unpaid Distributions (as defined in the
        Declaration) which are required to be paid on such Capital Securities to
        the
        extent the Issuer has funds available in the Property Account (as defined
        in the
        Declaration) therefor at such time, (ii) the Redemption Price (as defined
        in the
        Indenture) to the extent the Issuer has funds available in the Property Account
        therefor at such time, with respect to any Capital Securities called for
        redemption by the Issuer, (iii) the Special Redemption Price (as defined
        in the
        Indenture) to the extent the Issuer has funds available in the Property Account
        therefor at such time, with respect to Capital Securities called for redemption
        upon the occurrence of a Special Event (as defined in the Indenture), and
        (iv) upon a voluntary or involuntary liquidation, dissolution, winding-up
        or termination of the Issuer (other than in connection with the distribution
        of
        Debentures to the Holders of the Capital Securities in exchange therefor
        as
        provided in the Declaration), the lesser of (a) the aggregate of the liquidation
        amount and all accrued and unpaid Distributions on the Capital Securities
        to the
        date of payment, to the extent the Issuer has funds available in the Property
        Account therefor at such time, and (b) the amount of assets of the Issuer
        remaining available for distribution to Holders in liquidation of the Issuer
        after satisfaction of liabilities to creditors of the Issuer as required
        by
        applicable law (in either case, the "Liquidation Distribution").

       

      "Guarantee
        Trustee" means U.S. Bank National Association, until a Successor Guarantee
        Trustee has been appointed and has accepted such appointment pursuant to
        the
        terms of this Guarantee and thereafter means each such Successor Guarantee
        Trustee.

       

      "Holder"
        means any holder, as registered on the books and records of the Issuer, of
        any
        Capital Securities; provided, however, that, in determining whether the holders
        of the requisite percentage of Capital Securities have given any request,
        notice, consent or waiver hereunder, "Holder" shall not include the Guarantor
        or
        any Affiliate of the Guarantor.

       

      "Indemnified
        Person" means the Guarantee Trustee (including in its individual capacity),
        any
        Affiliate of the Guarantee Trustee, or any officers, directors, shareholders,
        members, partners, employees, representatives, nominees, custodians or agents
        of
        the Guarantee Trustee.

       

       

      
        
          
          

        

        
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      "Indenture"
        means the Indenture, dated as of December 16, 2005, between the Guarantor
        and
        U.S. Bank National Association, not in its individual capacity but solely
        as
        trustee, and any indenture supplemental thereto pursuant to which the Debentures
        are to be issued to the Institutional Trustee of the Issuer.

       

      "Liquidation
        Distribution" has the meaning set forth in the definition of "Guarantee
        Payments" herein.

       

      "Majority
        in liquidation amount of the Capital Securities" means Holder(s) of outstanding
        Capital Securities, voting together as a class, but separately from the holders
        of Common Securities, of more than 50% of the aggregate liquidation amount
        (including the stated amount that would be paid on redemption, liquidation
        or
        otherwise, plus accrued and unpaid Distributions to, but excluding, the date
        upon which the voting percentages are determined) of all Capital Securities
        then
        outstanding.

       

      "Obligations"
        means any costs, expenses or liabilities (but not including liabilities related
        to taxes) of the Issuer, other than obligations of the Issuer to pay to holders
        of any Trust Securities the amounts due such holders pursuant to the terms
        of
        the Trust Securities.

       

      "Officer's
        Certificate" means, with respect to any Person, a certificate signed by one
        Authorized Officer of such Person. Any Officer's Certificate delivered with
        respect to compliance with a condition or covenant provided for in this
        Guarantee shall include:

       

      (a)  a
        statement that each officer signing the Officer's Certificate has read the
        covenant or condition and the definitions relating thereto;

       

      (b)  a
        brief
        statement of the nature and scope of the examination or investigation undertaken
        by each officer in rendering the Officer's Certificate;

       

      (c)  a
        statement that each such officer has made such examination or investigation
        as,
        in such officer's opinion, is necessary to enable such officer to express
        an
        informed opinion as to whether or not such covenant or condition has been
        complied with; and

       

      (d)  a
        statement as to whether, in the opinion of each such officer, such condition
        or
        covenant has been complied with.

       

      "Person"
        means a legal person, including any individual, corporation, estate,
        partnership, joint venture, association, joint stock company, limited liability
        company, trust, unincorporated association, or government or any agency or
        political subdivision thereof, or any other entity of whatever
        nature.

       

      "Responsible
        Officer" means, with respect to the Guarantee Trustee, any officer within
        the
        Corporate Trust Office of the Guarantee Trustee with direct responsibility
        for
        the administration of any matters relating to this Guarantee, including any
        vice
        president, any assistant vice president, any secretary, any assistant secretary,
        the treasurer, any 

       

       

      
        
          
          

        

        
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      assistant
        treasurer, any trust officer or other officer of the Corporate Trust Office
        of
        the Guarantee Trustee customarily performing functions similar to those
        performed by any of the above designated officers and also means, with respect
        to a particular corporate trust matter, any other officer to whom such matter
        is
        referred because of that officer's knowledge of and familiarity with the
        particular subject.

       

      "Successor
        Guarantee Trustee" means a successor Guarantee Trustee possessing the
        qualifications to act as Guarantee Trustee under Section 3.1.

       

      "Trust
        Securities" means the Common Securities and the Capital Securities.

       

      ARTICLE
        II

      POWERS,
        DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

       

      SECTION
        2.1.   Powers
        and Duties of the Guarantee Trustee.

       

      (a)  This
        Guarantee shall be held by the Guarantee Trustee for the benefit of the Holders
        of the Capital Securities, and the Guarantee Trustee shall not transfer this
        Guarantee to any Person except a Holder of Capital Securities exercising
        his or
        her rights pursuant to Section 4.4(b) or to a Successor Guarantee Trustee
        on
        acceptance by such Successor Guarantee Trustee of its appointment to act
        as
        Successor Guarantee Trustee. The right, title and interest of the Guarantee
        Trustee shall automatically vest in any Successor Guarantee Trustee, and
        such
        vesting and cessation of title shall be effective whether or not conveyancing
        documents have been executed and delivered pursuant to the appointment of
        such
        Successor Guarantee Trustee.

       

      (b)  If
        an
        Event of Default actually known to a Responsible Officer of the Guarantee
        Trustee has occurred and is continuing, the Guarantee Trustee shall enforce
        this
        Guarantee for the benefit of the Holders of the Capital Securities.

       

      (c)  The
        Guarantee Trustee, before the occurrence of any Event of Default and after
        the
        curing or waiving of all Events of Default that may have occurred, shall
        undertake to perform only such duties as are specifically set forth in this
        Guarantee, and no implied covenants shall be read into this Guarantee against
        the Guarantee Trustee. In case an Event of Default has occurred (that has
        not
        been cured or waived pursuant to Section 2.4(b)) and is actually known to
        a
        Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall
        exercise such of the rights and powers vested in it by this Guarantee, and
        use
        the same degree of care and skill in its exercise thereof, as a prudent person
        would exercise or use under the circumstances in the conduct of his or her
        own
        affairs.

       

      (d)  No
        provision of this Guarantee shall be construed to relieve the Guarantee Trustee
        from liability for its own negligent action, its own negligent failure to
        act,
        or its own willful misconduct, except that:

       

      (i)  prior
        to
        the occurrence of any Event of Default and after the curing or waiving of
        all
        Events of Default that may have occurred:

       

       

      
        
          
          

        

        
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      (A)  the
        duties and obligations of the Guarantee Trustee shall be determined solely
        by
        the express provisions of this Guarantee, and the Guarantee Trustee shall
        not be
        liable except for the performance of such duties and obligations as are
        specifically set forth in this Guarantee, and no implied covenants or
        obligations shall be read into this Guarantee against the Guarantee Trustee;
        and

       

      (B)  in
        the
        absence of bad faith on the part of the Guarantee Trustee, the Guarantee
        Trustee
        may conclusively rely, as to the truth of the statements and the correctness
        of
        the opinions expressed therein, upon any certificates or opinions furnished
        to
        the Guarantee Trustee and conforming to the requirements of this Guarantee;
        but
        in the case of any such certificates or opinions furnished to the Guarantee
        Trustee, the Guarantee Trustee shall be under a duty to examine the same
        to
        determine whether or not on their face they conform to the requirements of
        this
        Guarantee;

       

      (ii)  the
        Guarantee Trustee shall not be liable for any error of judgment made in good
        faith by a Responsible Officer of the Guarantee Trustee, unless it shall
        be
        proved that such Responsible Officer of the Guarantee Trustee or the Guarantee
        Trustee was negligent in ascertaining the pertinent facts upon which such
        judgment was made;

       

      (iii)  the
        Guarantee Trustee shall not be liable with respect to any action taken or
        omitted to be taken by it in good faith in accordance with the written direction
        of the Holders of not less than a Majority in liquidation amount of the Capital
        Securities relating to the time, method and place of conducting any proceeding
        for any remedy available to the Guarantee Trustee, or exercising any trust
        or
        power conferred upon the Guarantee Trustee under this Guarantee;
        and

       

      (iv)  no
        provision of this Guarantee shall require the Guarantee Trustee to expend
        or
        risk its own funds or otherwise incur personal financial liability in the
        performance of any of its duties or in the exercise of any of its rights
        or
        powers, if the Guarantee Trustee shall have reasonable grounds for believing
        that the repayment of such funds is not reasonably assured to it under the
        terms
        of this Guarantee, or security and indemnity, reasonably satisfactory to
        the
        Guarantee Trustee, against such risk or liability is not reasonably assured
        to
        it.

       

      SECTION
        2.2.   Certain
        Rights of the Guarantee Trustee.

       

      (a)  Subject
        to the provisions of Section 2.1:

       

      (i)  The
        Guarantee Trustee may conclusively rely, and shall be fully protected in
        acting
        or refraining from acting upon, any resolution, certificate, statement,
        instrument, opinion, report, notice, request, direction, consent, order,
        bond,
        debenture, note, other evidence of indebtedness or other paper or document
        believed by it to be genuine and to have been signed, sent or presented by
        the
        proper party or parties.

       

       

       

      
        
          
          

        

        
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      (ii)  Any
        direction or act of the Guarantor contemplated by this Guarantee shall be
        sufficiently evidenced by an Officer's Certificate.

       

      (iii)  Whenever,
        in the administration of this Guarantee, the Guarantee Trustee shall deem
        it
        desirable that a matter be proved or established before taking, suffering
        or
        omitting any action hereunder, the Guarantee Trustee (unless other evidence
        is
        herein specifically prescribed) may, in the absence of bad faith on its part,
        request and conclusively rely upon an Officer's Certificate of the Guarantor
        which, upon receipt of such request, shall be promptly delivered by the
        Guarantor.

       

      (iv)  The
        Guarantee Trustee shall have no duty to see to any recording, filing or
        registration of any instrument or other writing (or any rerecording, refiling
        or
        reregistration thereof).

       

      (v)  The
        Guarantee Trustee may consult with counsel of its selection, and the advice
        or
        opinion of such counsel with respect to legal matters shall be full and complete
        authorization and protection in respect of any action taken, suffered or
        omitted
        by it hereunder in good faith and in accordance with such advice or opinion.
        Such counsel may be counsel to the Guarantor or any of its Affiliates and
        may
        include any of its employees. The Guarantee Trustee shall have the right
        at any
        time to seek instructions concerning the administration of this Guarantee
        from
        any court of competent jurisdiction.

       

      (vi)  The
        Guarantee Trustee shall be under no obligation to exercise any of the rights
        or
        powers vested in it by this Guarantee at the request or direction of any
        Holder,
        unless such Holder shall have provided to the Guarantee Trustee such security
        and indemnity, reasonably satisfactory to the Guarantee Trustee, against
        the
        costs, expenses (including attorneys' fees and expenses and the expenses
        of the
        Guarantee Trustee's agents, nominees or custodians) and liabilities that
        might
        be incurred by it in complying with such request or direction, including
        such
        reasonable advances as may be requested by the Guarantee Trustee; provided,
        however,
        that
        nothing contained in this Section 2.2(a)(vi) shall be taken to relieve the
        Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation
        to exercise the rights and powers vested in it by this Guarantee.

       

      (vii)  The
        Guarantee Trustee shall not be bound to make any investigation into the facts
        or
        matters stated in any resolution, certificate, statement, instrument, opinion,
        report, notice, request, direction, consent, order, bond, debenture, note,
        other
        evidence of indebtedness or other paper or document, but the Guarantee Trustee,
        in its discretion, may make such further inquiry or investigation into such
        facts or matters as it may see fit.

       

      (viii)  The
        Guarantee Trustee may execute any of the trusts or powers hereunder or perform
        any duties hereunder either directly or by or through agents, nominees,
        custodians or attorneys, and the Guarantee Trustee shall not be responsible
        for
        any misconduct or negligence on the part of any agent or attorney appointed
        with
        due care by it hereunder.

       

       

      
        
          
          

        

        
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      (ix)  Any
        action taken by the Guarantee Trustee or its agents hereunder shall bind
        the
        Holders of the Capital Securities, and the signature of the Guarantee Trustee
        or
        its agents alone shall be sufficient and effective to perform any such action.
        No third party shall be required to inquire as to the authority of the Guarantee
        Trustee to so act or as to its compliance with any of the terms and provisions
        of this Guarantee, both of which shall be conclusively evidenced by the
        Guarantee Trustee's or its agent's taking such action.

       

      (x)  Whenever
        in the administration of this Guarantee the Guarantee Trustee shall deem
        it
        desirable to receive instructions with respect to enforcing any remedy or
        right
        or taking any other action hereunder, the Guarantee Trustee (A) may request
        instructions from the Holders of a Majority in liquidation amount of the
        Capital
        Securities, (B) may refrain from enforcing such remedy or right or taking
        such
        other action until such instructions are received and (C) shall be protected
        in
        conclusively relying on or acting in accordance with such
        instructions.

       

      (xi)  The
        Guarantee Trustee shall not be liable for any action taken, suffered, or
        omitted
        to be taken by it in good faith and reasonably believed by it to be authorized
        or within the discretion or rights or powers conferred upon it by this
        Guarantee.

       

      (b)  No
        provision of this Guarantee shall be deemed to impose any duty or obligation
        on
        the Guarantee Trustee to perform any act or acts or exercise any right, power,
        duty or obligation conferred or imposed on it, in any jurisdiction in which
        it
        shall be illegal or in which the Guarantee Trustee shall be unqualified or
        incompetent in accordance with applicable law to perform any such act or
        acts or
        to exercise any such right, power, duty or obligation. No permissive power
        or
        authority available to the Guarantee Trustee shall be construed to be a
        duty.

       

      SECTION
        2.3.   Not
        Responsible for Recitals or Issuance of Guarantee.

       

      The
        recitals contained in this Guarantee shall be taken as the statements of
        the
        Guarantor, and the Guarantee Trustee does not assume any responsibility for
        their correctness. The Guarantee Trustee makes no representation as to the
        validity or sufficiency of this Guarantee.

       

      SECTION
        2.4.   Events
        of Default; Waiver.

       

      (a)  An
        Event
        of Default under this Guarantee will occur upon the failure of the Guarantor
        to
        perform any of its payment or other obligations hereunder.

       

      (b)  The
        Holders of a Majority in liquidation amount of the Capital Securities may,
        voting or consenting as a class, on behalf of the Holders of all of the Capital
        Securities, waive any past Event of Default and its consequences. Upon such
        waiver, any such Event of Default shall cease to exist, and shall be deemed
        to
        have been cured, for every purpose of this Guarantee, but no such waiver
        shall
        extend to any subsequent or other default or Event of Default or impair any
        right consequent thereon.

       

       

      
        
          
          

        

        
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      SECTION
        2.5.   Events
        of Default; Notice.

       

      (a)  The
        Guarantee Trustee shall, within 90 days after the occurrence of an Event
        of
        Default, transmit by mail, first class postage prepaid, to the Holders of
        the
        Capital Securities, notices of all Events of Default actually known to a
        Responsible Officer of the Guarantee Trustee, unless such defaults have been
        cured before the giving of such notice; provided,
        however,
        that
        the Guarantee Trustee shall be protected in withholding such notice if and
        so
        long as a Responsible Officer of the Guarantee Trustee in good faith determines
        that the withholding of such notice is in the interests of the Holders of
        the
        Capital Securities.

       

      (b)  The
        Guarantee Trustee shall not be charged with knowledge of any Event of Default
        unless the Guarantee Trustee shall have received written notice thereof from
        the
        Guarantor or a Holder of the Capital Securities, or a Responsible Officer
        of the
        Guarantee Trustee charged with the administration of this Guarantee shall
        have
        actual knowledge thereof.

       

      ARTICLE
        III

      THE
        GUARANTEE TRUSTEE

       

      SECTION
        3.1.   The
        Guarantee Trustee; Eligibility.

       

      (a)  There
        shall at all times be a Guarantee Trustee which shall:

       

      (i)  not
        be an
        Affiliate of the Guarantor; and

       

      (ii)  be
        a
        corporation or national association organized and doing business under the
        laws
        of the United States of America or any state or territory thereof or of the
        District of Columbia, or Person authorized under such laws to exercise corporate
        trust powers, having a combined capital and surplus of at least Fifty Million
        U.S. Dollars ($50,000,000), and subject to supervision or examination by
        federal, state, territorial or District of Columbia authority. If such
        corporation or national association publishes reports of condition at least
        annually, pursuant to law or to the requirements of the supervising or examining
        authority referred to above, then, for the purposes of this Section 3.1(a)(ii),
        the combined capital and surplus of such corporation or national association
        shall be deemed to be its combined capital and surplus as set forth in its
        most
        recent report of condition so published.

       

      (b)  If
        at any
        time the Guarantee Trustee shall cease to be eligible to so act under Section
        3.1(a), the Guarantee Trustee shall immediately resign in the manner and
        with
        the effect set forth in Section 3.2(c).

       

       

      
        
          
          

        

        
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      (c)  If
        the
        Guarantee Trustee has or shall acquire any "conflicting interest' within
        the
        meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee
        shall either eliminate such interest or resign to the extent and in the manner
        provided by, and subject to, this Guarantee.

       

      SECTION
        3.2.   Appointment,
        Removal and Resignation of the Guarantee Trustee.

       

      (a)  Subject
        to Section 3.2(b), the Guarantee Trustee may be appointed or removed without
        cause at any time by the Guarantor except during an Event of
        Default.

       

      (b)  The
        Guarantee Trustee shall not be removed in accordance with Section 3.2(a)
        until a
        Successor Guarantee Trustee has been appointed and has accepted such appointment
        by written instrument executed by such Successor Guarantee Trustee and delivered
        to the Guarantor.

       

      (c)  The
        Guarantee Trustee appointed to office shall hold office until a Successor
        Guarantee Trustee shall have been appointed or until its removal or resignation.
        The Guarantee Trustee may resign from office (without need for prior or
        subsequent accounting) by an instrument in writing executed by the Guarantee
        Trustee and delivered to the Guarantor, which resignation shall not take
        effect
        until a Successor Guarantee Trustee has been appointed and has accepted such
        appointment by an instrument in writing executed by such Successor Guarantee
        Trustee and delivered to the Guarantor and the resigning Guarantee
        Trustee.

       

      (d)  If
        no
        Successor Guarantee Trustee shall have been appointed and accepted appointment
        as provided in this Section 3.2 within 60 days after delivery of an instrument
        of removal or resignation, the Guarantee Trustee resigning or being removed
        may
        petition any court of competent jurisdiction for appointment of a Successor
        Guarantee Trustee. Such court may thereupon, after prescribing such notice,
        if
        any, as it may deem proper, appoint a Successor Guarantee Trustee.

       

      (e)  No
        Guarantee Trustee shall be liable for the acts or omissions to act of any
        Successor Guarantee Trustee.

       

      (f)  Upon
        termination of this Guarantee or removal or resignation of the Guarantee
        Trustee
        pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee
        all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3 accrued
        to
        the date of such termination, removal or resignation.

       

      ARTICLE
        IV

      GUARANTEE

       

      SECTION
        4.1.   Guarantee.

       

      (a)  The
        Guarantor irrevocably and unconditionally agrees to pay in full to the Holders
        the Guarantee Payments (without duplication of amounts theretofore paid by
        the
        Issuer), as and when due, regardless of any defense (except as defense of
        payment by the Issuer), right of set-off or counterclaim that the Issuer
        may
        have or assert. The Guarantor's obligation to make a Guarantee Payment may
        be
        satisfied by direct payment of the required amounts by the Guarantor to the
        Holders or by causing the Issuer to pay such amounts to the
        Holders.

       

       

      
        
          
          

        

        
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      (b)  The
        Guarantor hereby also agrees to assume any and all Obligations of the Issuer
        and
        in the event any such Obligation is not so assumed, subject to the terms
        and
        conditions hereof, the Guarantor hereby irrevocably and unconditionally
        guarantees to each Beneficiary the full payment, when and as due, of any
        and all
        Obligations to such Beneficiaries. This Guarantee is intended to be for the
        Beneficiaries who have received notice hereof.

       

      SECTION
        4.2.   Waiver
        of Notice and Demand.

       

      The
        Guarantor hereby waives notice of acceptance of this Guarantee and of any
        liability to which it applies or may apply, presentment, demand for payment,
        any
        right to require a proceeding first against the Issuer or any other Person
        before proceeding against the Guarantor, protest, notice of nonpayment, notice
        of dishonor, notice of redemption and all other notices and
        demands.

       

      SECTION
        4.3.   Obligations
        Not Affected.

       

      The
        obligations, covenants, agreements and duties of the Guarantor under this
        Guarantee shall in no way be affected or impaired by reason of the happening
        from time to time of any of the following:

       

      (a)  the
        release or waiver, by operation of law or otherwise, of the performance or
        observance by the Issuer of any express or implied agreement, covenant, term
        or
        condition relating to the Capital Securities to be performed or observed
        by the
        Issuer;

       

      (b)  the
        extension of time for the payment by the Issuer of all or any portion of
        the
        Distributions, Redemption Price, Special Redemption Price, Liquidation
        Distribution or any other sums payable under the terms of the Capital Securities
        or the extension of time for the performance of any other obligation under,
        arising out of, or in connection with, the Capital Securities (other than
        an
        extension of time for the payment of the Distributions, Redemption Price,
        Special Redemption Price, Liquidation Distribution or other sums payable
        that
        results from the extension of any interest payment period on the Debentures
        or
        any extension of the maturity date of the Debentures permitted by the
        Indenture);

       

      (c)  any
        failure, omission, delay or lack of diligence on the part of the Holders
        to
        enforce, assert or exercise any right, privilege, power or remedy conferred
        on
        the Holders pursuant to the terms of the Capital Securities, or any action
        on
        the part of the Issuer granting indulgence or extension of any
        kind;

       

      (d)  the
        voluntary or involuntary liquidation, dissolution, sale of any collateral,
        receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
        reorganization, arrangement, composition or readjustment of debt of, or other
        similar proceedings affecting, the Issuer or any of the assets of the
        Issuer;

       

       

      
        
          
          

        

        
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      (e)  any
        invalidity of, or defect or deficiency in, the Capital Securities;

       

      (f)  the
        settlement or compromise of any obligation guaranteed hereby or hereby incurred;
        or

       

      (g)  any
        other
        circumstance whatsoever that might otherwise constitute a legal or equitable
        discharge or defense of a guarantor, it being the intent of this Section
        4.3
        that the obligations of the Guarantor hereunder shall be absolute and
        unconditional under any and all circumstances.

       

      There
        shall be no obligation of the Holders to give notice to, or obtain consent
        of,
        the Guarantor with respect to the happening of any of the
        foregoing.

       

      SECTION
        4.4.   Rights
        of Holders.

       

      (a)  The
        Holders of a Majority in liquidation amount of the Capital Securities have
        the
        right to direct the time, method and place of conducting any proceeding for
        any
        remedy available to the Guarantee Trustee in respect of this Guarantee or
        to
        direct the exercise of any trust or power conferred upon the Guarantee Trustee
        under this Guarantee; provided,
        however,
        that
        (subject to Sections 2.1 and 2.2) the Guarantee Trustee shall have the right
        to
        decline to follow any such direction if the Guarantee Trustee shall determine
        that the actions so directed would be unjustly prejudicial to the Holders
        not
        taking part in such direction or if the Guarantee Trustee being advised by
        legal
        counsel determines that the action or proceeding so directed may not lawfully
        be
        taken or if the Guarantee Trustee in good faith by its board of directors
        or
        trustees, executive committee or a trust committee of directors or trustees
        and/or Responsible Officers shall determine that the action or proceeding
        so
        directed would involve the Guarantee Trustee in personal liability.

       

      (b)  Any
        Holder of Capital Securities may institute a legal proceeding directly against
        the Guarantor to enforce the Guarantee Trustee's rights under this Guarantee,
        without first instituting a legal proceeding against the Issuer, the Guarantee
        Trustee or any other Person. The Guarantor waives any right or remedy to
        require
        that any such action be brought first against the Issuer, the Guarantee Trustee
        or any other Person before so proceeding directly against the
        Guarantor.

       

      SECTION
        4.5.   Guarantee
        of Payment.

       

      This
        Guarantee creates a guarantee of payment and not of collection.

       

      SECTION
        4.6.  Subrogation.

       

      The
        Guarantor shall be subrogated to all (if any) rights of the Holders of Capital
        Securities against the Issuer in respect of any amounts paid to such Holders
        by
        the Guarantor under this Guarantee; provided,
        however,
        that
        the Guarantor shall not (except to the extent required by applicable provisions
        of law) be entitled to enforce or exercise any right that it may acquire
        by way
        of subrogation or any indemnity, reimbursement or other agreement, in all
        cases
        as a result of payment under this Guarantee, if, after giving effect to any
        such
        payment, any amounts are due and unpaid under this Guarantee. If any amount
        shall be paid to the Guarantor in violation of the preceding sentence, the
        Guarantor agrees to hold such amount in trust for the Holders and to pay
        over
        such amount to the Holders.

       

       

      
        
          
          

        

        
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      SECTION
        4.7.   Independent
        Obligations.

       

      The
        Guarantor acknowledges that its obligations hereunder are independent of
        the
        obligations of the Issuer with respect to the Capital Securities and that
        the
        Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
        Payments pursuant to the terms of this Guarantee notwithstanding the occurrence
        of any event referred to in subsections (a) through (g), inclusive, of Section
        4.3 hereof.

       

      SECTION
        4.8.  Enforcement.

       

      A
        Beneficiary may enforce the Obligations of the Guarantor contained in
        Section 4.1(b) directly against the Guarantor, and the Guarantor waives any
        right or remedy to require that any action be brought against the Issuer
        or any
        other person or entity before proceeding against the Guarantor.

       

      The
        Guarantor shall be subrogated to all rights (if any) of any Beneficiary against
        the Issuer in respect of any amounts paid to the Beneficiaries by the Guarantor
        under this Guarantee; provided,
        however,
        that
        the Guarantor shall not (except to the extent required by applicable provisions
        of law) be entitled to enforce or exercise any rights that it may acquire
        by way
        of subrogation or any indemnity, reimbursement or other agreement, in all
        cases
        as a result of payment under this Guarantee, if, after giving effect to such
        payment, any amounts are due and unpaid under this Guarantee.

       

      ARTICLE
        V

      LIMITATION
        OF TRANSACTIONS; SUBORDINATION

       

      SECTION
        5.1.   Limitation
        of Transactions.

       

      So
        long
        as any Capital Securities remain outstanding, if (a) there shall have occurred
        and be continuing an Event of Default or (b) the Guarantor shall have selected
        an Extension Period as provided in the Declaration and such period, or any
        extension thereof, shall have commenced and be continuing, then the Guarantor
        may not (x) declare or pay any dividends or distributions on, or redeem,
        purchase, acquire, or make a liquidation payment with respect to, any of
        the
        Guarantor's capital stock or (y) make any payment of principal of or interest
        or
        premium, if any, on or repay, repurchase or redeem any debt securities of
        the
        Guarantor that rank pari
        passu
        in all
        respects with or junior in interest to the Debentures (other than (i) payments
        under this Guarantee, (ii) repurchases, redemptions or other acquisitions
        of
        shares of capital stock of the Guarantor (A) in connection with any employment
        contract, benefit plan or other similar arrangement with or for the benefit
        of
        one or more employees, officers, directors, or consultants, (B) in connection
        with a dividend reinvestment or stockholder stock purchase plan or (C) in
        connection with the issuance of capital stock of the Guarantor (or securities
        convertible into or exercisable for such capital stock), as consideration
        in an
        acquisition transaction entered into prior to the occurrence of the Event
        of
        Default or the applicable Extension Period, (iii) as a result of any exchange,
        reclassification, combination or conversion of any class or series of the
        Guarantor's capital stock (or any capital stock of a subsidiary of the
        Guarantor) for any class or series of the Guarantor's capital stock or of
        any
        class or series of the Guarantor's indebtedness for any class or series of
        the
        Guarantor's capital stock, (iv) the purchase of fractional interests in shares
        of the Guarantor's capital stock pursuant to the conversion or exchange
        provisions of such capital stock or the security being converted or exchanged,
        (v) any declaration of a dividend in connection with any stockholder's rights
        plan, or the issuance of rights, stock or other property under any stockholder's
        rights plan, or the redemption or repurchase of rights pursuant thereto,
        or (vi)
        any dividend in the form of stock, warrants, options or other rights where
        the
        dividend stock or the stock issuable upon exercise of such warrants, options
        or
        other rights is the same stock as that on which the dividend is being paid
        or
        ranks pari
        passu
        with or
        junior to such stock).

       

       

      
        
          
          

        

        
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      SECTION
        5.2.   Ranking.
         

      

      This
        Guarantee will constitute an unsecured obligation of the Guarantor and will
        rank
        subordinate and junior in right of payment to all present and future Senior
        Indebtedness (as defined in the Indenture) of the Guarantor. By their acceptance
        thereof, each Holder of Capital Securities agrees to the foregoing provisions
        of
        this Guarantee and the other terms set forth herein.

       

      The
        right
        of the Guarantor to participate in any distribution of assets of any of its
        subsidiaries upon any such subsidiary's liquidation or reorganization or
        otherwise is subject to the prior claims of creditors of that subsidiary,
        except
        to the extent the Guarantor may itself be recognized as a creditor of that
        subsidiary. Accordingly, the Guarantor's obligations under this Guarantee
        will
        be effectively subordinated to all existing and future liabilities of the
        Guarantor's subsidiaries, and claimants should look only to the assets of
        the
        Guarantor for payments thereunder. This Guarantee does not limit the incurrence
        or issuance of other secured or unsecured debt of the Guarantor, including
        Senior Indebtedness of the Guarantor, under any indenture or agreement that
        the
        Guarantor may enter into in the future or otherwise.

       

      ARTICLE
        VI

      TERMINATION

       

      SECTION
        6.1.   Termination.

       

      This
        Guarantee shall terminate as to the Capital Securities (i) upon full payment
        of
        the Redemption Price or the Special Redemption Price, as the case may be,
        of all
        Capital Securities then outstanding, (ii) upon the distribution of all of
        the
        Debentures to the Holders of all of the Capital Securities or (iii) upon
        full
        payment of the amounts payable in accordance with the Declaration upon
        dissolution of the Issuer. This Guarantee will continue to be effective or
        will
        be reinstated, as the case may be, if at any time any Holder of Capital
        Securities must restore payment of any sums paid under the Capital Securities
        or
        under this Guarantee.

       

       

      
        
          
          

        

        
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      ARTICLE
        VII

      INDEMNIFICATION

       

      SECTION
        7.1.   Exculpation.

       

      (a)  No
        Indemnified Person shall be liable, responsible or accountable in damages
        or
        otherwise to the Guarantor or any Covered Person for any loss, damage or
        claim
        incurred by reason of any act or omission of such Indemnified Person in good
        faith in accordance with this Guarantee and in a manner that such Indemnified
        Person reasonably believed to be within the scope of the authority conferred
        on
        such Indemnified Person by this Guarantee or by law, except that an Indemnified
        Person shall be liable for any such loss, damage or claim incurred by reason
        of
        such Indemnified Person's negligence or willful misconduct with respect to
        such
        acts or omissions.

       

      (b)  An
        Indemnified Person shall be fully protected in relying in good faith upon
        the
        records of the Issuer or the Guarantor and upon such information, opinions,
        reports or statements presented to the Issuer or the Guarantor by any Person
        as
        to matters the Indemnified Person reasonably believes are within such other
        Person's professional or expert competence and who, if selected by such
        Indemnified Person, has been selected with reasonable care by such Indemnified
        Person, including information, opinions, reports or statements as to the
        value
        and amount of the assets, liabilities, profits, losses, or any other facts
        pertinent to the existence and amount of assets from which Distributions
        to
        Holders of Capital Securities might properly be paid.

       

      
        SECTION
          7.2.   Indemnification.

      

       

      (a)  The
        Guarantor agrees to indemnify each Indemnified Person for, and to hold each
        Indemnified Person harmless against, any and all loss, liability, damage,
        claim
        or expense incurred without negligence or willful misconduct on the part
        of the
        Indemnified Person, arising out of or in connection with the acceptance or
        administration of the trust or trusts hereunder, including but not limited
        to
        the costs and expenses (including reasonable legal fees and expenses) of
        the
        Indemnified Person defending itself against, or investigating, any claim
        or
        liability in connection with the exercise or performance of any of the
        Indemnified Person's powers or duties hereunder. The obligation to indemnify
        as
        set forth in this Section 7.2 shall survive the resignation or removal of
        the
        Guarantee Trustee and the termination of this Guarantee.

       

      (b)  Promptly
        after receipt by an Indemnified Person under this Section 7.2 of notice of
        the
        commencement of any action, such Indemnified Person will, if a claim in respect
        thereof is to be made against the Guarantor under this Section 7.2, notify
        the
        Guarantor in writing of the commencement thereof; but the failure so to notify
        the Guarantor (i) will not relieve the Guarantor from liability under paragraph
        (a) above unless and to the extent that the Guarantor did not otherwise learn
        of
        such action and such failure results in the forfeiture by the Guarantor of
        substantial rights and defenses and (ii) will not, in any event, relieve
        the
        Guarantor from any obligations to any Indemnified Person other than the
        indemnification obligation provided in paragraph (a) above. The Guarantor
        shall
        be entitled to appoint counsel of the Guarantor's choice at the Guarantor's
        expense to represent the Indemnified Person in any action for which
        indemnification is sought (in which case the Guarantor shall not thereafter
        be
        responsible for the fees and expenses of any separate counsel retained by
        the
        Indemnified Person or Persons except as set forth below); provided,
        however,
        that
        such counsel shall be satisfactory to the Indemnified Person. Notwithstanding
        the Guarantor's election to appoint counsel to represent the Indemnified
        Person
        in any action, the Indemnified Person shall have the right to employ separate
        counsel (including local counsel), and the Guarantor shall bear the reasonable
        fees, costs and expenses of such separate counsel (and 

       

       

      
        
          
          

        

        
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      local
        counsel), if (i) the use of counsel chosen by the Guarantor to represent
        the
        Indemnified Person would present such counsel with a conflict of interest,
        (ii)
        the actual or potential defendants in, or targets of, any such action include
        both the Indemnified Person and the Guarantor and the Indemnified Person
        shall
        have reasonably concluded that there may be legal defenses available to it
        and/or other Indemnified Persons which are different from or additional to
        those
        available to the Guarantor, (iii) the Guarantor shall not have employed counsel
        satisfactory to the Indemnified Person to represent the Indemnified Person
        within a reasonable time after notice of the institution of such action or
        (iv)
        the Guarantor shall authorize the Indemnified Person to employ separate counsel
        at the expense of the Guarantor. The Guarantor will not, without the prior
        written consent of the Indemnified Persons, settle or compromise or consent
        to
        the entry of any judgment with respect to any pending or threatened claim,
        action, suit or proceeding in respect of which indemnification or contribution
        may be sought hereunder (whether or not the Indemnified Persons are actual
        or
        potential parties to such claim or action) unless such settlement, compromise
        or
        consent includes an unconditional release of each Indemnified Person from
        all
        liability arising out of such claim, action, suit or proceeding.

       

      
        SECTION
          7.3.   Compensation;
          Reimbursement of Expenses.
           

        

      

      Other
        than as provided in the Fee Agreement of even date herewith between Cohen
        Bros.
& Company and the Guarantee Trustee, the Guarantor agrees:

       

      (a)  to
        pay to
        the Guarantee Trustee from time to time such compensation for all services
        rendered by it hereunder as the parties shall agree to from time to time
        (which
        compensation shall not be limited by any provision of law in regard to the
        compensation of a trustee of an express trust); and

       

      (b)  except
        as
        otherwise expressly provided herein, to reimburse the Guarantee Trustee upon
        request for all reasonable expenses, disbursements and advances incurred
        or made
        by it in accordance with any provision of this Guarantee (including the
        reasonable compensation and the expenses and disbursements of its agents
        and
        counsel), except any such expense, disbursement or advance as may be
        attributable to its negligence or willful misconduct.

       

      The
        provisions of this Section 7.3 shall survive the resignation or removal of
        the
        Guarantee Trustee and the termination of this Guarantee.

       

       

      
        
          
          

        

        
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      ARTICLE
        VIII

      MISCELLANEOUS

       

      
        SECTION
          8.1.   Successors
          and Assigns.

      

       

      All
        guarantees and agreements contained in this Guarantee shall bind the successors,
        assigns, receivers, trustees and representatives of the Guarantor and shall
        inure to the benefit of the Holders of the Capital Securities then outstanding.
        Except in connection with any merger or consolidation of the Guarantor with
        or
        into another entity or any sale, transfer or lease of the Guarantor's assets
        or
        capital stock to another entity, in each case to the extent permitted under
        the
        Indenture, the Guarantor may not assign its rights or delegate its obligations
        under this Guarantee without the prior approval of the Holders of not less
        than
        a Majority in liquidation amount of the Capital Securities.

       

      
        SECTION
          8.2.   Amendments.

      

       

      Except
        with respect to any changes that do not adversely affect the rights of Holders
        of the Capital Securities in any material respect (in which case no consent
        of
        Holders will be required), this Guarantee may be amended only with the prior
        approval of the Holders of not less than a Majority in liquidation amount
        of the
        Capital Securities. The provisions of the Declaration with respect to amendments
        thereof shall apply equally with respect to amendments of the
        Guarantee.

       

      
        SECTION
          8.3.   Notices.

      

       

      All
        notices provided for in this Guarantee shall be in writing, duly signed by
        the
        party giving such notice, and shall be delivered, telecopied or mailed by
        first
        class mail, as follows:

       

      (a)  If
        given
        to the Guarantee Trustee, at the Guarantee Trustee's mailing address set
        forth
        below (or such other address as the Guarantee Trustee may give notice of
        to the
        Holders of the Capital Securities):

       

      U.S.
        Bank
        National Association

      225
        Asylum Street, 23rd Floor

      Hartford,
        CT 06103

      Attention:
        Corporate Trust Services 

      Commonwealth
        National Bank Statutory Trust I

      


      With
        a
        copy to: 

      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        MA 02110

      Attention:
        Corporate Trust Services 

      Commonwealth
        National Bank Statutory Trust I

      Telecopy:
        (617) 603-6683

      Telephone:
        (617) 603-6549

       

       

       

      
        
          
          

        

        
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      (b)  If
        given
        to the Guarantor, at the Guarantor's mailing address set forth below (or
        such
        other address as the Guarantor may give notice of to the Holders of the Capital
        Securities and to the Guarantee Trustee):

       

      CNB
        Financial Corp.

      33
        Waldo
        Street

      Worcester,
        MA 01608

      Attention:
        William M. Mahoney

      Telecopy:
        (508) 752-9403

      Telephone:
        (508) 793-8369

      


      (c)  If
        given
        to any Holder of the Capital Securities, at the address set forth on the
        books
        and records of the Issuer.

       

      All
        such
        notices shall be deemed to have been given when received in person, telecopied
        with receipt confirmed, or mailed by first class mail, postage prepaid, except
        that if a notice or other document is refused delivery or cannot be delivered
        because of a changed address of which no notice was given, such notice or
        other
        document shall be deemed to have been delivered on the date of such refusal
        or
        inability to deliver.

       

      
        SECTION
          8.4.   Benefit.

      

       

      This
        Guarantee is solely for the benefit of the Holders of the Capital Securities
        and, subject to Section 2.1(a), is not separately transferable from the Capital
        Securities.

       

      
        SECTION
          8.5.   Governing
          Law.

      

       

      THIS
        GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
        OF THE
        STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
        (OTHER
        THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

       

      
        SECTION
          8.6.   Counterparts.

      

       

      This
        Guarantee may contain more than one counterpart of the signature page and
        this
        Guarantee may be executed by the affixing of the signature of the Guarantor
        and
        the Guarantee Trustee to any of such counterpart signature pages. All of
        such
        counterpart signature pages shall be read as though one, and they shall have
        the
        same force and effect as though all of the signers had signed a single signature
        page.

       

      


       


      
        
          
            


          

          
          

        

        
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      THIS
        GUARANTEE is executed as of the day and year first above written.

       

      CNB
        FINANCIAL CORP.,

      as
        Guarantor

      


      


      By:
        /s/ Charles R. Valade      

      Name:
        Charles R. Valade   

      Title:
        President   

      


      


      


      U.S.
        BANK NATIONAL ASSOCIATION, as Guarantee Trustee

      


      


      By:
        /s/ Paul D. Allen

      Name:
        Paul D. Allen    

      Title:
        Vice President   

       

       

      
 

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