2,926,829 Shares1 CNB FINANCIAL CORPORATION Common Stock (No Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2010 • CNB Financial Corp/Pa • State commercial banks • New York
CNB Financial Corporation, a Pennsylvania corporation (the “Issuer”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representative (the “Representative”) an aggregate of 2,926,829 shares of the Issuer’s Common Stock, no par value (the “Firm Shares”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Issuer also proposes to sell, at the Underwriters’ option, an aggregate of up to 439,024 additional shares of the Issuer’s Common Stock (the “Option Shares”) as set forth below.
