Edgar Filing: CNB FINANCIAL CORP/PA

FWP

Follow-on Offering of Common Shares

$27,000,000

June 2010

NASDAQ: CCNE

Filed pursuant to Rule 433

Registration Statement No. 333-166111

June 9, 2010

Registration Statement and Prospectus

The

issuer

has

filed

registration

statement

(including

prospectus)

with

the

SEC

for

the

offering

which

this

communication

relates.

Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC

for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the

SEC Web site at www.sec.gov. Alternatively, the issuer, the underwriters or any dealer participating in the offering will arrange to send

you the prospectus if you request it by calling RBC Capital Markets at (212) 428-6670.

Forward Looking Statements

This presentation, the prospectus supplement, the prospectus in the registration statement and the documents incorporated by reference therein contain forward-looking

statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Section 21E of the Securities

Exchange Act of 1934, as amended, which we refer to as the Exchange Act, with respect to the financial condition, liquidity, results of operations, future performance

and business of CNB Financial Corporation. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided

by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. These forward-looking statements include

statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties

and are subject to change based on various factors (some of which are beyond our control). The words “may,” “could,” “should,” “would,” “believe,” “anticipate,”

“estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements.

While we believe our plans, objectives, goals, expectations, anticipations, estimates and intentions as reflected in these forward-looking statements are reasonable, we

can give no assurance that any of them will be achieved. You should understand that various factors, in addition to those discussed elsewhere in this presentation, the

prospectus supplement, the prospectus in the registration statement and the documents incorporated by reference in this presentation, the prospectus supplement and

the prospectus in the registration statement, could affect our future results and could cause results to differ materially from those expressed in these forward-looking

statements, including:

• changes in general business, industry or economic conditions or competition;

• changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to

tax or accounting principals or otherwise;

• adverse changes or conditions in capital and financial markets;

• changes in interest rates;

• higher than expected costs or other difficulties related to integration of combined or merged businesses;

• the inability to realize expected cost savings or achieve other anticipated benefits in connection with business combinations and other acquisitions;

• changes in the quality or composition of our loan and investment portfolios;

• adequacy of loan loss reserves;

• increased competition;

• loss of certain key officers;

• continued relationships with major customers;

• deposit attrition;

• rapidly changing technology;

• unanticipated regulatory or judicial proceedings and liabilities and other costs;

• changes in the cost of funds, demand for loan products or demand for financial services; and

• other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices.

Because such forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such statements.

The foregoing list of important factors is not exclusive and you are cautioned not to place undue reliance on these factors or any of our forward-looking statements,

which speak only as of the date of this document or, in the case of documents incorporated by reference, the dates of those documents. We do not undertake to update

any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of us except as required by applicable law.

Offering Summary

Issuer:

CNB Financial Corporation

Offering:

Follow-on common stock

Gross Amount Offered:

$27 million

Over-Allotment Option:

15% ($4.1 million)

Exchange / Symbol:

NASDAQ / CCNE

Market Capitalization

(1)

$101 million (pre-offering)

Current Quarterly Dividend:

$0.165 per share

(2)

Dividend Yield

(1)

5.76%

Use of Proceeds:

General corporate purposes, which may

include business expansion and regulatory

capital to fund growth, among others

Bookrunner:

RBC Capital Markets

Co-Manager:

Boenning

& Scattergood, Inc.

(1)

As of June 8, 2010.

(2)

Payable on June 15, 2010 to shareholders of record on June 1, 2010.

Offering Highlights

•

Regional

community

bank

with

branches

and

one

loan

production

office

western

central

•

Balance sheet

growth

opportunity

through

continued

new

hires

and

branch

openings

•

Earnings growth through prudent deployment of deposits into attractive loan opportunities

–

Management expects increasing loan-to-deposit ratio as economy improves

•

Superior core deposit franchise

•

Diversified loan portfolio and strong credit quality

•

Experienced management team focused on shareholder value

•

Strong competitive dynamics in many of the counties in which we operate

Experienced Management Team

Treasurer and Chief Financial Officer

Charles R. Guarino

President of ERIEBANK

David J. Zimmer

SVP of Operations

Vincent C. Turiano

SVP of Wealth & Asset Management Services

Todd M. Abrams

Secretary and VP/Administration

Richard L. Greslick Jr.

EVP & Chief Lending Officer

Richard L. Sloppy

EVP & Chief Credit Officer

Mark D. Breakey

President & Chief Executive Officer

Joseph B. Bower Jr.

Industry

CCNE

Title

Executive

Years in

Years at

History of CNB Financial

1865

1934

1984

…

2005

2006

2008

2009

1865: County

National Bank

of Clearfield

established

1934:

Reorganizes

through a stock

offering to existing

depositors

1984: Forms CNB

Financial Corporation

holding company

2005:

ERIEBANK is

formed

2005: Purchases

assets of Holiday

Consumer Discount

Company and forms

Holiday Financial

Services Corporation

2006: Conversion

to a state banking

charter

2009: Forms

Wealth & Asset

Management

Services Division

2010: Joseph Bower

becomes CEO after

retirement of William

Falger

2008-2009:

Receives approval to

raise $21 million via

TARP; CNB chooses

not to participate

CNB Financial Overview

Headquarters: Clearfield, PA

Branches: 26

Assets: $1.2 billion

Loans: $711 million

Deposits: $1.0 billion

Primary Subsidiaries

CNB

Bank:

full-service

branches,

loan

production office, telephone & internet banking,

centralized customer service center

ERIEBANK:

Division

CNB

Bank

with

five

full-

service branches, headquartered in Erie, PA

Holiday

Financial

Services:

Consumer

loan

company with eight offices

CNB Bank

ERIEBANK

As of March 31, 2010.

Expansion into Erie

•

Created bank division with "blank sheet of paper"

–

Opportunity to build commercial based service model

•

Market

not

overbanked,

yet

dominated

larger

players

–

PNC,

Citizens

–

Opportunity

magnified

through

NCC

acquisition

and

entry

First

Niagara

–

Smaller customers being neglected by larger institutions

•

Significantly greater population than our home markets

–

Erie is fourth largest city in Pennsylvania

•

Central location between Buffalo-Cleveland-Pittsburgh

•

Approximately 13,000 businesses in Erie county

•

Historically manufacturing economy making transition to service industries

•

Major

employers:

Transportation,

Erie

Insurance,

Plastek

Group,

Hamot

•

Strong health care component

•

Four universities

Market Share & Demographics

Source: Company data and SNL Financial.

(1) Includes: PNC, Citizens (Royal Bank of Scotland), First Niagara, and Huntington.

Source

of Growth

Source

of Growth

As of 6/30/09

As of 3/31/10

County

Number

of CNB

Branches

CNB

Deposits

($M)

% of CNB

Franchise

(%)

CNB

Market

(%)

CNB

Market

Rank

Total

Deposits in

Market

($M)

Large

Bank

(1)

Market

Share (%)

Population

2009

CNB

Deposits

($M)

Clearfield

$386

45.7

28.9

$1,338

6.5

83,103

$410

Erie

135

15.9

4.0

3,396

50.3

281,420

249

Elk

11.3

14.5

657

26.6

32,882

Mc Kean

8.4

10.1

698

9.7

43,781

Centre

6.9

2.7

2,138

27.4

146,233

Cambria

4.8

1.6

2,581

0.0

145,753

Jefferson

3.8

3.7

857

11.5

45,456

Warren

3.3

4.0

708

44.3

40,850

Crawford

0.0

1,088

41.8

89,901

Totals

$845

100.0

$13,462

909,379

$1,032

Balance Sheet

•

Deposits of $1.0 billion, growth of 25% over March 31, 2009

–

Transaction, money market and savings deposits equal 66% of total

•

Loans of $711 million, growth of 5% over March 31, 2009

Profitability

•

Net income for the quarter of $2.2 million, or $0.25 per share

•

Return on assets of 0.72% and return on equity of 12.0% for first quarter 2010

•

Net interest margin of 3.57% for first quarter 2010

Asset Quality

•

Ratio of NPAs

/ Loans + OREO of 2.11%

•

Net charge-offs to average loans of 0.26% of average loans

•

Allowance for loan losses to loans of 1.39%

Capital

•

Tangible common equity to tangible assets of 5.0%

(1)

•

Leverage ratio of 7.1%

•

Tier 1 Risk Based Ratio of 10.8%

•

Total Risk Based Capital Ratio of 12.1%

First Quarter 2010 Highlights

Financial data at or for the quarter ended March 31, 2010.

(1) Please see the Appendix for a reconciliation of non-GAAP financial information.

Track Record of Growth

$ in millions

* Compound annual growth rate from 2005-March 2010.

Average Annual Increase: *

Assets

12%

Loans

Deposits

13%

$764

$781

$859

$1,017

$1,162

$1,240

$511

$547

$600

$672

$715

$711

$619

$631

$659

$815

$957

$1,032

2005

2006

2007

2008

2009

Mar 31, 2010

Assets

Loans

Deposits

Earnings Per Share & Dividends

* Compound annual growth rate from 1999-2009.

Average Annual Increase: *

EPS

7.0%

Div.

7.5%

$0.50

$0.59

$0.71

$0.95

$0.99

$0.86

$1.01

$1.08

$1.05

$0.61

$0.98

$0.26

$0.25

$0.32

$0.34

$0.37

$0.47

$0.52

$0.55

$0.57

$0.62

$0.65

$0.66

$0.17

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

Q1 2009

Q1 2010

Capital Ratios

Source: Company documents and SNL Financial.

7.8%

7.9%

6.9%

5.1%

5.0%

9.2%

9.7%

8.4%

7.9%

7.1%

11.7%

11.9%

10.8%

10.7%

10.8%

12.8%

12.9%

12.0%

12.1%

2005

2006

2007

2008

2009

Mar 31, 2010

Tangible Common Equity to Tangible Assets

Leverage Ratio

Tier 1 Risk Based Ratio

Total Risk Based Capital Ratio

Deposit Composition

•

23% annual compound growth since 2005 in transaction, money market and savings accounts; 1% in CDs

•

Interest-bearing deposit cost of 1.56% (or total deposit cost of 1.38%) for the quarter ended March 31, 2010

Source: SNL Financial and Company documents. Deposit classifications based on regulatory data.

* Compound annual growth rate from 2005-March 2010.

Avg Annual Increase*

Total Deposits

13%

Jumbo CDs

Retail CDs

-2%

MMDA & Savings

21%

Trans Accts

28%

11%

15%

38%

35%

39%

47%

51%

37%

35%

29%

22%

20%

16%

20%

17%

14%

12%

13%

20%

40%

60%

80%

100%

2005

2006

2007

2008

2009

Mar 31, 2010

Jumbo CDs

Retail CDs

MMDA & Savings

Trans Accts

$619

$631

$659

$815

$957

$1,032

$ in millions

Investment Portfolio

Other U.S. Gov’t

sponsored

mortgage & asset

backed

39%

Corporate notes &

bonds

Other securities

Pooled trust

preferred

U.S. Treasury

Pooled SBA

State & Municipal

15%

Amortized Cost:

$394 million

Fair Value:

$390 million

BBB

AAA

86%

Investments by Security Type

Investments by S&P Rating

As of March 31, 2010.

Note: Investment portfolio excludes $1.0 million of trading equity securities resident at the holding company.

Conservative Lending Philosophy

•

Strong commercial lender with deep customer relationships

–

Seek to hire top lenders who are long-time residents in each region; understand customers better than competitors

–

Average lender has 20+ years of experience

–

In 20+ years, CNB has not lost a loan officer to a competing bank

–

Strong corporate culture based on decentralized decision making

•

Approximately 87% of loans in footprint (97% in state of PA) as of March 31, 2010

•

Compete

primarily

with

service

and

responsiveness,

opposed

price

•

Diversification of loan portfolio largely a function of markets in which we are located

•

No real

estate

bubble

western

central

–

real

estate

values

have

generally

remained

stable

•

Conservative credit limits in place

–

Loans greater than $500 thousand require Loan Committee approval

–

Loans

relationships

greater

than

$1.5

million

require

full

Board

approval

Loan Portfolio Overview

30%

29%

31%

32%

26%

27%

38%

39%

36%

34%

33%

34%

20%

40%

60%

80%

100%

2005

2006

2007

2008

2009

Mar 31, 2010

Consumer and

other

Commercial,

industrial, and

agricultural

Commercial

mortgage

Residential

mortgage

$511

$547

$600

$672

$715

$711

$ in millions

•

C&I

loans

represent

34%

our

loan

portfolio

vs.

12%

for

our

peers

(1)

•

Construction

loans

represent

vs.

for

our

peers

(1)(2)

•

Commercial

real

estate

loans

represent

27%

vs.

37%

for

our

peers

(1)

•

Loan

yield

6.46%

for

quarter

ended

March

31,

2010

vs.

5.68%

for

our

peers

(1)

Peers include banks with assets between $750 million to $2 billion with headquarters in PA, OH or

Upstate NY. See Appendix for full list. Loan composition based on regulatory data.

(2)

Construction loans split between commercial mortgage and residential mortgage in the chart.

Loan Portfolio Overview

Commercial

Industrial

Breakdown

Industry

(1)

Total C&I:

$240 million

% of Total Loans:

34%

Note: As of 3/31/10. Loan classifications based on most recent 10-Q; total gross loans of $714 million.

(1) Industry classifications based on NAICS codes.

All Other Industries

46%

Oil & Gas Wells & Drilling

10%

Hospitals

Social Services

Trucking

Powdered Metals

Welding

& Fabricating /

Tool & Die

Restaurants/Fast Food

Schools/ Townships/

Boroughs

General Manufacturing

Building Supply &

Hardware Stores

Total C&I

Industry

(1)

Oil & Gas Wells & Drilling

$24.0

10.0%

General Manufacturing

20.4

8.5%

Hospitals

18.8

7.8%

Social Services

12.7

5.3%

Welding & Fabricating / Tool & Die

10.4

4.3%

Restaurants/Fast Food

9.7

4.0%

Building Supply & Hardware Stores

9.7

4.0%

Powdered Metals

9.7

4.0%

Trucking

8.8

3.7%

Schools / Townships / Boroughs

8.0

3.3%

Coal Mining

6.1

2.5%

Airports

6.1

2.5%

Sewer & Water / Excavators

6.0

2.5%

Financial Institutions

5.5

2.3%

Sand & Gravel

5.4

2.2%

Construction Equipment / Contractors

4.6

1.9%

Oil Distribution

3.9

1.6%

Doctors

3.8

1.6%

Auto Body / Auto Parts

3.0

1.2%

New & Used Autos

2.9

1.2%

Car Washes

2.6

1.1%

Recycling

2.5

1.0%

Saw

mills / Timber

2.2

0.9%

Hotels/Motels

2.1

0.9%

Grocery / Convenience Stores

1.9

0.8%

Insurance Agencies

1.6

0.7%

Funeral Homes

1.0

0.4%

Real Estate Developers

0.1

0.1%

All Other Industries

47.0

19.6%

Total

$240.5

100.0%

Loan Portfolio Overview

Non-Owner Occupied

Commercial

Real

Estate

Industry

(1)

Note: As of 3/31/10. Loan classifications based on most recent 10-Q; total gross loans of $714 million.

(1) Industry classifications based on NAICS codes.

Malls & Plazas

19%

Industrial

Storage Units

Hotels/Motels

18%

Real Estate

Developers

15%

1-4 Family

Rental

11%

Other

Commercial

Office

Multifamily

Retail

Social Services

14%

Powdered

Metals

10%

Car Washes

Doctors

Trucking

Other

Industries

25%

Oil Distribution

Restaurants/

Fast Food

12%

Welding &

Fabricating /

Tool & Die

General

Manufacturing

13%

Total Owner Occupied:

$45 million

% of Commercial Real Estate Loans:

% of Total Loans:

Owner Occupied

Commercial

Real

Estate

Industry

(1)

Total Non-Owner Occupied:

$148 million

% of Commercial Real Estate Loans:

% of Total Loans:

23%

77%

21%

($ in '000s)

For the Year Ending

For the Quarter Ending

12/31/05

12/31/06

12/31/07

12/31/08

03/31/09

06/30/09

09/30/09

12/31/09

03/31/10

Nonaccrual

$1,561

$1,619

$1,979

$3,046

$3,445

$5,772

$13,447

$12,757

$12,841

90+ Days Past Due

462

128

395

533

732

762

710

584

1,727

Total Non-Performing Loans

2,023

1,747

2,374

3,579

4,177

6,534

14,157

13,341

14,568

Other Real Estate Owned

181

516

671

685

651

243

252

478

Total Non-Performing Assets

2,108

1,928

2,890

4,250

4,862

7,185

14,400

13,593

15,046

Non-Performing Loans / Loans

0.40%

0.32%

0.40%

0.53%

0.62%

0.97%

2.04%

1.87%

2.05%

Non-Performing Assets / Loans + OREO

0.41%

0.35%

0.48%

0.63%

0.72%

1.06%

2.08%

1.90%

2.11%

Loan Loss Reserves

$5,603

$6,086

$6,773

$8,719

$9,024

$9,230

$9,465

$9,795

$9,914

Reserves / Loans

1.10%

1.11%

1.13%

1.30%

1.33%

1.37%

1.39%

Reserves / Non-Performing Loans

277%

348%

285%

244%

216%

141%

67%

73%

68%

Net Charge-Offs (NCOs)

$765

$888

$825

$1,841

$557

$802

$859

$1,171

$466

NCOs / Average Loans

0.15%

0.17%

0.14%

0.28%

0.33%

0.47%

0.50%

0.66%

0.26%

Asset Quality Summary

NCOs / Average Loans

Source: Company documents and SNL Financial.

(1) Peers include banks with assets between $750 million to $2 billion with headquarters in PA, OH or

Upstate NY. See Appendix for full list.

(1)

Q1 2010

0.15%

0.16%

0.12%

0.14%

0.30%

0.17%

0.02%

0.14%

0.19%

0.09%

0.13%

0.10%

0.14%

0.26%

0.41%

0.28%

0.01%

2005

2006

2007

2008

2009

CCNE -

CNB Bank

CCNE -

Holiday Financial Services

Peers

NPAs

/ Loans + OREO

0.41%

0.35%

0.48%

0.63%

1.90%

2.11%

0.75%

0.77%

0.78%

1.20%

2.35%

2.60%

2005

2006

2007

2008

2009

Mar 31, 2010

CCNE

Peers

(1)

Source: Company documents and SNL Financial.

(1) Peers include banks with assets between $750 million to $2 billion with headquarters in PA, OH or

Upstate NY. See Appendix for full list.

2010 Goals

•

Prudent loan deployment throughout our core counties

•

Continued expansion in Erie market

–

Growth primarily via market share capture

•

Continue build out of wealth management business

•

Assess next area of geographic expansion

–

Expand with people before locations

–

Expect not to expand to over-banked regions

Marcellus Shale Natural Gas

Marcellus Shale Formation

•

Natural gas development stimulates the economy

–

Natural gas ancillary businesses

–

Payments to land owners

•

Although in early stages, Marcellus gas producers spent $4.5

billion to develop shale gas reserves in 2009, up from $3.2

billion in 2008

–

Estimated to have created 44,000 jobs state-wide

–

Employment opportunities could expand to 111,000 jobs by

the end of 2011

•

Companies plan to increase spending to $8.8 billion for 2010

and over $11 billion for 2011

•

Projects are likely 2-4 years away from completion and

management believes that these projects could represent an

economic opportunity to western central PA

Source: Penn State, “The Economic Impacts of the Pennsylvania Marcellus Shale Natural Gas Play: An

Update”, May 24, 2010. Note that Marcellus Shale estimates are not particular to the Company’s markets.

Map Source: U.S. Geological Survey Open-File Report 2005-1268.

Investment Highlights

•

Strong deposit franchise

–

25% deposit growth in last year

(1)

–

88% of deposits are core deposits

(1)

•

Favorable competitive dynamics and growth prospects

–

Strong market position; larger regional banks have largely ignored western central PA

–

Local economies improving

–

Development of Marcellus Shale natural gas reserves could provide additional economic boost over the next

decade

•

Diversified loan portfolio and strong asset quality

•

Experienced management team

•

Attractive dividend yield

(1)

Deposit growth from March 31, 2009 to March 31, 2010;

core deposits as of March 31, 2010 and exclude jumbo CDs.

APPENDIX

Summary Financial Highlights

Source: Company documents and SNL Financial.

($ in millions, except per share data)

Quarter Ended

2005

2006

2007

2008

2009

03/31/2009

03/31/2010

BALANCE SHEET

Assets

$764

$781

$859

$1,017

$1,162

$1,027

$1,240

Loans

$511

$547

$600

$672

$715

$677

$711

Deposits

$619

$631

$659

$815

$957

$825

$1,032

Shareholders' Equity

$70

$72

$69

$62

$69

$62

$72

PROFITABILITY

Net Income

$9.1

$9.6

$9.1

$5.2

$8.5

$2.2

EPS

$1.01

$1.08

$1.05

$0.61

$0.98

$0.26

$0.25

Return on Average Assets

1.23%

1.26%

1.12%

0.55%

0.79%

0.88%

0.72%

Return on Average Equity

13.4%

13.5%

12.8%

7.9%

12.9%

14.2%

12.0%

Net Interest Margin

3.97%

4.17%

4.27%

4.33%

4.00%

4.07%

3.57%

Efficiency Ratio

57.3%

57.7%

61.8%

65.1%

59.9%

63.6%

65.9%

Noninterest Expense/ Avg Assets

2.70%

2.87%

3.09%

3.03%

2.73%

2.88%

2.69%

CAPITAL

Tang. Common Equity / Tang. Assets

7.8%

7.9%

6.9%

5.1%

5.0%

Leverage Ratio

9.2%

9.7%

8.4%

7.9%

7.1%

Tier 1 Risk Based Ratio

11.7%

11.9%

10.8%

10.7%

11.0%

10.8%

Total Risk Based Capital Ratio

12.8%

12.9%

12.0%

12.3%

12.1%

ASSET QUALITY

NPAs/ Assets

0.28%

0.25%

0.34%

0.42%

1.17%

0.47%

1.21%

NPAs/Loans+OREO

0.41%

0.35%

0.48%

0.63%

1.90%

0.72%

2.11%

NCOs / Average Loans

0.15%

0.17%

0.14%

0.28%

0.49%

0.33%

0.26%

Reserves/ Loans

1.10%

1.11%

1.13%

1.30%

1.37%

1.33%

1.39%

Peer Analysis

Balance Sheet

Profitability (MRQ)

Asset Quality

Valuation *

Yields &

Costs*

Company Name

State

Ticker

Assets

($M)

Deposits

($M)

Loans

($M)

TCE /

(%)

Total

RBC

Ratio

(%)

ROAA

(%)

ROAE

(%)

NIM

(%)

Eff

Ratio

(%)

Nonint

Inc/ Rev

(%)

Texas

Ratio

(%)

Res./

NPAs

(%)

NCOs/

Avg

Loans

(%)

NPAs/

Assets

(%)

Market

Cap

($M)

Div.

Yield

(%)

Loan

Yield

(%)

Dep

Cost

(%)

Arrow Financial Corp.

AROW

1,861

1,470

1,121

7.0

15.4

1.17

15.0

3.81

55.7

20.4

3.5

381.2

0.07

0.20

269

4.1

5.92

1.15

Canandaigua National Corp.

CNND

1,613

1,428

1,143

6.1

0.89

12.5

4.17

60.5

30.7

24.8

52.2

0.75

1.65

142

3.4

5.62

0.92

Tower Bancorp

TOBC

1,542

1,277

1,162

9.8

15.4

0.51

4.6

3.62

67.9

14.1

4.9

83.5

0.09

0.85

155

5.2

5.82

1.48

Alliance Financial Corp.

ALNC

1,445

1,130

905

6.1

13.7

0.77

8.9

3.61

66.0

29.1

9.9

97.1

0.35

0.69

131

4.0

5.30

1.08

First National Community Bancorp

FNCB

1,376

1,053

944

6.1

12.6

0.57

8.5

3.58

57.6

14.6

51.3

42.6

0.87

4.00

0.0

5.33

1.52

Citizens & Northern Corp.

CZNC

1,347

952

720

8.8

18.4

1.34

11.5

3.79

55.2

22.3

7.0

80.3

0.03

0.72

140

3.1

6.50

1.36

VIST Financial Corp.

VIST

1,339

1,062

905

4.5

12.1

0.21

2.3

3.40

71.2

32.0

39.6

40.8

0.56

2.78

2.7

5.57

1.72

Orrstown Financial Services

ORRF

1,316

998

898

10.1

15.4

1.08

10.4

3.76

58.3

28.0

22.9

50.3

0.21

1.82

176

4.0

5.38

1.12

Royal Bancshares of Pennsylvania

RBPAA

1,222

826

659

6.1

17.0

-0.20

-2.4

2.79

86.2

14.1

81.2

26.2

2.11

8.96

0.0

6.65

2.34

Bryn Mawr Bank Corp.

BMTC

1,221

914

893

7.8

12.8

0.74

8.5

4.06

66.5

34.2

8.4

141.3

1.70

0.56

172

3.4

5.76

0.60

LNB Bancorp

LNBB

1,159

979

793

5.1

13.8

0.46

5.1

3.69

69.1

20.4

44.1

43.2

0.86

3.83

0.8

5.41

1.22

First Citizens Banc Corp

FCZA

1,106

882

784

4.5

14.3

0.01

0.2

3.95

69.3

18.3

49.3

36.6

1.20

3.79

0.0

5.64

0.92

Farmers National Banc Corp.

FMNB

1,040

777

609

7.3

12.2

0.34

4.1

4.01

63.6

21.0

16.4

76.0

1.31

1.04

2.9

6.30

1.42

Chemung Financial Corp.

CHMG

1,008

833

586

7.7

13.7

0.81

8.7

3.83

70.9

33.3

14.6

79.9

0.12

1.25

5.0

6.08

0.82

ACNB Corp.

ACNB

979

734

658

8.3

13.4

1.00

10.8

3.97

64.1

24.9

22.6

66.0

0.04

1.98

5.4

5.40

0.91

Franklin Financial Services Corp.

FRAF

974

727

750

7.2

11.1

0.81

9.9

3.46

63.9

24.1

24.9

48.1

0.11

2.00

5.9

5.18

1.29

Republic First Bancorp

FRBK

968

846

679

6.7

11.9

-1.59

-22.4

3.38

87.0

5.4

60.5

28.7

2.70

4.94

0.0

5.19

1.20

AmeriServ Financial

ASRV

961

802

712

7.7

15.5

-0.38

-3.4

3.78

85.9

28.5

17.7

105.9

0.68

2.12

0.0

5.36

1.49

Wilber Corp.

GIW

938

787

577

7.5

13.3

0.76

9.6

3.90

71.9

14.4

19.9

56.8

0.38

1.66

4.0

5.71

1.13

Codorus Valley Bancorp

CVLY

893

737

649

6.5

13.2

0.77

9.4

3.69

67.3

18.9

44.3

27.3

0.11

3.91

3.3

5.77

1.55

Penseco Financial Services Corp.

PFNS

883

649

605

10.7

17.2

1.35

10.0

4.19

62.1

24.3

6.8

202.7

0.08

0.36

109

5.1

5.75

0.88

Farmers & Merchants Bancorp

FMAO

871

683

556

10.3

14.7

0.58

5.4

3.59

65.9

17.3

16.4

38.8

0.16

1.81

3.7

6.03

1.44

Adirondack Trust Company

ADKT

857

754

428

8.3

17.3

1.15

11.1

4.09

66.4

32.1

7.3

157.9

0.00

0.64

103

3.1

5.55

0.54

Camco Financial Corp.

CAFI

851

649

700

7.2

11.1

0.06

0.9

3.25

86.1

21.6

93.3

29.5

0.72

8.27

0.0

5.65

1.80

Ohio Valley Banc Corp.

OVBC

836

679

652

7.9

13.7

0.93

11.4

4.34

65.0

18.7

47.4

24.7

0.21

1.61

4.7

7.02

1.75

Bank of Utica

BKUT

812

684

13.1

16.2

1.54

12.3

3.25

24.5

2.1

1.2

168.6

-0.12

0.17

3.3

5.44

1.70

First Keystone Corp.

FKYS

789

605

405

7.3

11.9

1.11

11.3

3.56

57.1

16.0

7.1

122.3

0.19

0.55

5.8

5.93

1.66

QNB Corp.

QNBC

771

662

456

7.6

11.5

0.97

13.1

3.64

55.2

14.2

7.8

91.7

0.50

0.90

4.8

5.84

1.52

High

1,861

1,470

1,162

13.1

18.4

1.54

15.0

4.34

87.0

34.2

93.3

381.2

2.70

8.96

269

5.9

7.02

2.34

Median

994

814

690

7.4

13.7

0.77

9.2

3.73

65.9

20.7

18.8

61.4

0.28

1.66

3.4

5.68

1.33

Low

771

605

4.5

11.1

-1.59

-22.4

2.79

24.5

2.1

1.2

24.7

-0.12

0.17

0.0

5.18

0.54

CNB Financial Corp.

CCNE

1,240

1,032

711

5.0

12.1

0.72

12.0

3.57

65.9

20.2

20.5

65.9

0.26

1.21

101

5.8

6.46

1.38

Source: Company documents and SNL Financial. Financial Data as of 3/31/10 (or most recent quarter when 3/31/10 data

unavailable). * As of 6/8/10.

Note: Includes public commercial banks with assets between $750M and $2.0Bn headquartered in PA, OH and Upstate NY.

Stock Performance

Dec-08

Feb-09

Apr-09

Jun-09

Aug-09

Oct-09

Dec-09

Feb-10

Apr-10

Jun-10

40%

60%

80%

100%

120%

140%

160%

180%

CCNE

S&P 500

NASDAQ Bank

CCNE Peers

CCNE

2.6%

S&P 500

17.6%

NASDAQ Bank

(14.9%)

CCNE Peers

(13.8%)

06/29/09 -

CCNE

added to the Russell

3000 Index and

Russell 2000 Index

Note: As of 06/08/10. CCNE Peers include banks with assets between $750 million to $2 billion with

headquarters in PA, OH or Upstate NY. See Appendix for full list.

Non-

GAAP Financial Reconciliation

Quarter Ended

($ in thousands)

2005

2006

2007

2008

2009

03/31/2009

03/31/2010

Total Shareholders' Equity

$69,968

$72,279

$69,283

$62,467

$69,409

$62,462

$71,884

Less Goodwill

10,821

Less Other Intangible Assets

800

385

285

185

160

Tangible Common Equity

$58,347

$61,073

$58,177

$51,461

$58,503

$51,481

$61,003

Total Assets

$764,018

$780,850

$858,700

$1,016,518

$1,161,591

$1,027,241

$1,239,814

Less Goodwill

10,821

Less Other Intangible Assets

800

385

285

185

160

Tangible Assets

$752,397

$769,644

$847,594

$1,005,512

$1,150,685

$1,016,260

$1,228,933

Total Shareholders' Equity / Total Assets

9.16%

9.26%

8.07%

6.15%

5.98%

6.08%

5.80%

Tangible Common Equity / Tangible Assets

7.75%

7.94%

6.86%

5.12%

5.08%

5.07%

4.96%

Tangible common equity to tangible assets is a non-GAAP financial measure calculated using GAAP amounts. Tangible common

equity

calculated

excluding

the

balance

goodwill

and

other

intangible

assets

from

the

calculation

stockholders’

equity.

Tangible assets is calculated by excluding the balance of goodwill and other intangible assets from the calculation of total assets. CNB

believes

that

this

non-GAAP

financial

measure

provides

information

investors

that

useful

understanding

our

financial

condition.

Because not all companies use the same calculation of tangible common equity and tangible assets, this presentation may not be

comparable to other similarly titled measures calculated by other companies. A reconciliation of this non-GAAP financial measure is

provided below.

Follow-on Offering of Common Shares

$27,000,000

June 2010

NASDAQ: CCNE