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Bank Holding Company Created For Commonwealth National Bank

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December 19, 2005

Commonwealth National Bank (Commonwealth) (OTCBB:CWEA) today announced that it has completed its corporate reorganization to become the wholly-owned subsidiary of CNB Financial Corp., a newly-formed Massachusetts corporation. As part of the reorganization CNB Financial Corp. will register its securities and begin to file reports with the Securities and Exchange Commission. In addition, each share of common stock and warrant of Commonwealth National Bank will be converted into the right to receive one share of common stock or one warrant of CNB Financial Corp.

"We are very excited to have reorganized into the holding company structure," said CNB President and Chief Executive Officer Charles Valade. "We believe this new structure offers a number of benefits. It improves our ability to raise capital. It also gives us additional flexibility in expansion of the bank's business through the acquisition of other financial institutions as well as the possibility of establishing new subsidiary banks in other markets. Finally, it gives us the ability to repurchase securities along with added flexibility in acquiring or establishing other businesses related to banking."

The shareholders of Commonwealth National Bank approved the reorganization in late summer 2005. In October of this year, the Federal Reserve Bank of Boston approved the application of CNB Financial Corp. to establish the holding company.

About Commonwealth National Bank

Commonwealth National Bank was the first new bank to open in the Worcester area in more than 15 years. Opened in December 2001, Commonwealth offers customers a traditional banking experience with high levels of personalized service, including extended business hours and internet-banking options. Commonwealth has branches in Worcester at 33 Waldo Street and 1 West Boylston Street, 564 Main Street, Shrewsbury and 701 Church Street in Northbridge.

Certain statements in this press release, including statements regarding the anticipated development and expansion of the Bank's business, and the intent, belief or current expectations of the Bank, its directors or its officers, are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

What are people saying about mortgages today:

Rates on 30-year mortgages edged down last week to a seven-month low. Mortgage-giant Freddie Mac reported Thursday that 30-year, fixed-rate mortgages fell to 6.3 percent, down slightly from 6.31 percent two weeks ago. It put rates at the lowest level since they were at 6.24 percent the first week of March.

Bank of Hawaii, Central Pacific Bank, Territorial Savings Bank and Wells Fargo Home Mortgages all cut their 30-year mortgage rates to 5.75 percent this week.

Most people think of a mortgage as a means to an end. After all, you buy a house, not a home loan. But a mortgage is much more than the path to homeownership. It is a financial instrument that must be managed, just like any other financial investment.