Contact:    Charles R. Valade
            President and Chief Executive Officer
            (508) 793-8321

                         CNB FINANCIAL CORP. RECEIVES A
                  PROPOSAL FROM UNITED FINANCIAL BANCORP, INC.

         WORCESTER, MASS. - MAY 13, 2009 - CNB Financial Corp. (OTCBB:CFNA),
parent company of Commonwealth National Bank, today announced that it has
received an acquisition proposal from United Financial Bancorp, Inc., the
holding company for United Bank, located in West Springfield, Massachusetts.
United Financial Bancorp has submitted a proposal to acquire each outstanding
share of CNB Financial Corp. for $10 per share in a transaction consisting of an
equal amount of stock and cash, subject to elections by the shareholders. As
previously announced, on April 29, 2009, CNB Financial Corp. entered into a
definitive Agreement and Plan of Merger with Berkshire Hills Bancorp, Inc. under
which Berkshire Hills Bancorp would acquire each outstanding share of CNB
Financial Corp. for 0.3696 shares of Berkshire Hills Bancorp common stock.

         Consistent with its fiduciary duties and in accordance with the
Agreement and Plan of Merger with Berkshire Hills Bancorp, the Board of
Directors will review United Financial Bancorp's proposal.

ABOUT CNB FINANCIAL CORP. AND COMMONWEALTH NATIONAL BANK

Commonwealth National Bank, a wholly-owned subsidiary of CNB Financial Corp.,
opened its doors in December 2001. It was the first new bank started in the
Worcester area in more than 15 years. Recognized for its personalized service,
state-of-the art products and experienced bankers, Commonwealth offers branches
in Worcester at 33 Waldo Street, One West Boylston Street and 1393 Grafton
Street, as well as at 564 Main Street in Shrewsbury, 701 Church Street in
Northbridge and 26 West Boylston Street in West Boylston, Massachusetts.

THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE BASED ON ASSUMPTIONS
AND MAY DESCRIBE FUTURE PLANS, STRATEGIES AND EXPECTATIONS OF CNB FINANCIAL
CORP. THESE FORWARD-LOOKING STATEMENTS ARE GENERALLY IDENTIFIED BY USE OF THE
WORDS "BELIEVE," "EXPECT," "INTEND," "ANTICIPATE," "ESTIMATE," "PROJECT" OR
SIMILAR EXPRESSIONS. CNB FINANCIAL CORP.'S ABILITY TO PREDICT RESULTS OR THE
ACTUAL EFFECT OF FUTURE PLANS OR STRATEGIES IS INHERENTLY UNCERTAIN. FACTORS
WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON THE OPERATIONS OF CNB FINANCIAL
CORP. AND ITS SUBSIDIARY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN INTEREST
RATES, NATIONAL AND REGIONAL ECONOMIC CONDITIONS, LEGISLATIVE AND REGULATORY
CHANGES, MONETARY AND FISCAL POLICIES OF THE U.S. GOVERNMENT, INCLUDING POLICIES
OF THE U.S. TREASURY AND THE FEDERAL RESERVE BOARD, THE QUALITY AND COMPOSITION
OF THE LOAN OR INVESTMENT PORTFOLIOS, DEMAND FOR LOAN PRODUCTS, DEPOSIT FLOWS,
COMPETITION, DEMAND FOR FINANCIAL SERVICES IN CNB FINANCIAL CORP.'S MARKET AREA,
CHANGES IN REAL ESTATE MARKET VALUES IN CNB FINANCIAL CORP.'S MARKET AREA,
CHANGES IN RELEVANT ACCOUNTING PRINCIPLES AND GUIDELINES AND INABILITY OF THIRD
PARTY SERVICE PROVIDERS TO PERFORM. ADDITIONAL FACTORS THAT MAY AFFECT OUR
RESULTS ARE DISCUSSED IN CNB FINANCIAL CORP.'S ANNUAL REPORT INCLUDED IN THE
SECTION TITLED "RISK FACTORS," AND IN OTHER REPORTS ON FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION.

THESE RISKS AND UNCERTAINTIES SHOULD BE CONSIDERED IN EVALUATING FORWARD-LOOKING
STATEMENTS AND UNDUE RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS. EXCEPT AS
REQUIRED BY APPLICABLE LAW OR REGULATION, CNB FINANCIAL CORP. DOES NOT
UNDERTAKE, AND SPECIFICALLY DISCLAIMS ANY OBLIGATION, TO RELEASE PUBLICLY THE
RESULT OF ANY REVISIONS THAT MAY BE MADE TO ANY FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THE STATEMENTS OR TO REFLECT
THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS.