Additional Information mailed to Shareholders

Twelve months ago, I shared the optimism CNB Financial Corporation felt as the economy showed signs of recovery during the last quarter of 2009. CNB was in an excellent position to help the communities we serve to grow again after many months of recession. Through strategies executed during 2010, CNB is now in an even better position to allow for economic growth to continue.

In April of 2010, CNB’s Board of Directors decided to pursue a common stock offering. The additional capital was necessary primarily as a result of the outstanding growth that CNB had experienced beginning in 2007 as assets grew from $781 million to $1.2 billion. In addition to the growth, we believe that the solid growth potential will continue into 2011 and 2012. Finally, the uncertainty surrounding increased regulation created a need across the financial services industry for higher levels of common equity. The end result was a highly successful capital raise of $34.5 million. The market was very receptive to CNB’s continuing story of positive balance sheet growth coupled with solid core earnings and stable asset quality.

The successful common stock offering was one of the ways our capital improved. CNB’s continued strong earnings in 2010 added to our capital position. Our Corporation reported record earnings of $11.3 million, or $1.06 per share, an increase of 32.9% over the prior year earnings of $8.5 million. The 2010 earnings allowed for our equity to grow by an additional $5 million after dividends were paid to our shareholders. CNB continues to remain well above all regulatory capital ratios.

A significant contribution to our increased earnings was the large growth in earning assets during 2010. Loans grew 11.1% while investments increased 45% over 2009 levels. This growth was critical to increasing our overall earnings as the net interest margin declined from 4.0% in 2009 to 3.7% for 2010. Many factors contributed to the reduction of the margin, but the foremost cause is lower yields within our securities portfolio caused by the historically low interest rate cycle that we have been experiencing since early 2009. As we are able to move more assets into the loan portfolio, the margin will begin to improve.

Our earning asset growth was driven by the third consecutive year of excellent core deposit gathering. Total deposits grew $206 million or 21.5% during the year. With our strong equity position, CNB remains aggressive in the acquisition of new customers. Our permanent ERIEBANK Meadville store opened in May of 2010, while CNB Bank opened a new office in Kylertown in September, bringing our franchise to a total of 28 banking locations in the state of Pennsylvania. The new locations are proving valuable to our strategy of gaining core deposit relationships.

Asset quality continued to be an issue for the financial services industry during 2010, and CNB was not immune. The ratio of net charge-offs to average loans increased this year to 0.56% as compared to 0.49% in 2009. This was primarily due to a $1.8 million charge to one loan during the fourth quarter. Management does not expect any further charge on the remaining $6.0 million loan balance. Overall, CNB’s asset quality improved during the year as nonperforming assets decreased as a percentage of loans to 1.66% from 1.90% at December 31, 2009. These ratios remain very favorable as compared to our peer group and a true testament to our credit standards and underwriting.

As we look forward to 2011 and beyond, I would like to thank all of our long-term shareholders that have enjoyed CNB’s growth and prosperity through the years as well as welcome all of our new shareholders that helped us execute a successful capital raise this year. With this strength, CNB’s team is looking forward to all of the opportunities in our region that will come as the economy continues to rebuild.

Annual Meeting

The Annual Meeting of the Shareholders of CNB Financial Corporation will be held Tuesday, April 19, 2011 at 2:00 p.m. at the Corporation’s Headquarters in Clearfield, PA.

Corporate Address

CNB Financial Corporation

1 S. Second Street

P.O. Box 42

Clearfield, PA 16830

(814) 765-9621

Stock Transfer Agent & Registrar

Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016

(908) 497-2300

Form 10-K

Shareholders may obtain a copy of the Annual Report to the Securities and Exchange Commission on Form 10-K by writing to:

CNB Financial Corporation

1 S. Second Street

P.O. Box 42

Clearfield, PA 16830

ATTN: Shareholder Relations

Quarterly Share Data

For information regarding the Corporation’s quarterly share data, please refer to page 27 in the 2010 Form 10-K.

Market Makers

The following firms have chosen to make a market in the stock of the Corporation. Inquiries concerning their services should be directed to:

Boenning & Scattergood, Inc.

1700 Market Street, Ste 1420

Philadelphia, PA 19103

(800) 842-8928

RBC Capital Markets

Three World Financial Center

200 Vesey Street, 9th Floor

New York, NY 10281

(212) 428-6200

Corporate Profile

CNB Financial Corporation is a leader in providing integrated financial solutions which creates value for both consumers and businesses. These solutions encompass checking, savings, time and deposit accounts, Private Banking, loans and lines of credit (real estate, commercial, industrial, residential and consumer), credit cards, cash management, online banking, electronic check deposit, merchant credit card processing, on-site banker and accounts receivable handling. In addition, the Corporation provides wealth and asset management services, retirement plans and other employee benefit plans.

CNB Bank

A subsidiary of CNB Financial Corporation, CNB is a regional independent community bank in North Central Pennsylvania with approximately 303 employees who make customer service more responsive and reliable. For over 145 years, the Bank has strived to be more customer-driven than its competitors thus building long-term customer relationships by being reliable and competitively priced.

CNB continually seeks innovative ways to execute a personal, quality customer service strategy and prides itself for being first-to-market many of these innovations. To satisfy customers’ financial needs and expectations, it offers a variety of delivery channels, which includes 22 full-service offices, 20 ATMs, 1 loan production office, telephone banking (1-866-224-7314), Internet banking (www.bankcnb.com) and a centralized customer service center (1-800-492-3221).

ERIEBANK

Headquartered in Erie, Pennsylvania, ERIEBANK is a division of CNB Bank. Presently, there are five full service locations which house its commercial, retail and Private Banking divisions.

Holiday Financial Services

Another subsidiary of CNB Financial Corporation, Holiday Financial Services, a consumer loan company, currently has eight conveniently located offices in Bellefonte, Bradford, Clearfield, Erie, Hollidaysburg, Northern Cambria, Ridgway and Sidman, Pennsylvania.

The common stock of the Corporation trades on the NASDAQ National Market under the symbol CCNE.


Consolidated Financial Highlights			4

Message to Shareholders			5

Executive Management and Board of Directors			8

Officers			9

Shareholder Information			11


	2010			2009			% Change
FOR THE YEAR
Interest Income	$	61,147		$	55,870			9.4	%

Interest Expense		19,056			18,468			3.2	%
Net Interest Income		42,091			37,402			12.5	%
Non-interest Income		9,650			7,950			21.4	%
Non-interest Expense		31,798			30,021			5.9	%
Net Income		11,316			8,512			32.9	%
Operating Earnings*		12,773			10,100			26.5	%

Net Income Return on:
Average Assets		0.87	%		0.79	%		10.1	%
Average Equity		11.62	%		12.86	%		(9.6	%)

AT YEAR END

Assets	$	1,413,511		$	1,161,591			21.7	%
Loans, net of unearned		794,562			715,142			11.1	%
Deposits		1,162,868			956,858			21.5	%
Shareholders’ Equity		109,645			69,409			58.0	%
Wealth Assets Under Management (at market value)		327,575			304,068			7.7	%

PER SHARE DATA

Net Income, diluted	$	1.06		$	0.98			8.2	%
Dividends		0.66			0.66			0.0	%
Book Value		8.96			7.92			13.1	%
Market Value		14.81			15.99			(7.4	%)


*Corporate Officers, CNB Financial Corporation*

*Joseph B. Bower, Jr.*	*Charles R. Guarino*
President & Chief Executive Officer	Treasurer & Principal Financial Officer

*Richard L. Greslick, Jr.*	*Vincent C. Turiano*
Secretary	Assistant Secretary

*Executive Officers, CNB Bank*

*Joseph B. Bower, Jr.*	*Charles R. Guarino*
President & Chief Executive Officer	Vice President & Chief Financial Officer

*Mark D. Breakey*	*Richard L. Sloppy*
Executive Vice President & Chief Credit Officer	Executive Vice President & Chief Lending Officer

*Richard L. Greslick, Jr.*	*Vincent C. Turiano*
Senior Vice President/ Administration	Senior Vice President/ Operations

*Board of Directors*
CNB Financial Corporation and CNB Bank

*Dennis L. Merrey*	*Robert W. Montler*	*Richard B. Seager*
Chairman of the Board Retired, Formerly President, Clearfield Powdered Metals, Inc. (Manufacturer)	President & Chief Executive Officer, Lee Industries and Keystone Process Equipment (Manufacturers)	President and Chief Executive Officer, Beacon Light Behavioral Health Systems (Health Services)

*Joseph B. Bower, Jr.*	*Deborah Dick Pontzer*	*Peter F. Smith*
President and Chief Executive Officer, CNB Financial Corporation; President and Chief Executive Officer, CNB Bank	Economic Development and Workforce Specialist, Office of Congressman Glenn Thompson	Attorney at Law

*Robert E. Brown*	*Jeffrey S. Powell*	DIRECTOR EMERITUS
Vice President, E. M. Brown, Inc. (Reclamation, Auto Dealer and Concrete Supplier)	President, J.J. Powell, Inc. (Petroleum Distributor)	*L. E. Soult, Jr.*

*William F. Falger*	*Charles H. Reams*
Retired, Formerly President and Chief Executive Officer, CNB Financial Corporation, CNB Bank	President, C.H. Reams & Associates, Inc. (Insurance)

	*James B. Ryan*
	Retired, Formerly Vice President of Sales, Marketing, Windfall Products, Inc. (Manufacturer)


*Administrative Services*

*Mary Ann Conaway*	*Carolyn B. Smeal*	*Shannon L. Irwin*
Vice President, Human Resources	Assistant Vice President/Operations	Human Resources Officer

*Edward H. Proud*	*Susan M. Warrick*	*Susan B. Kurtz*
Vice President, Information Systems	Assistant Vice President/Operations	Customer Service Officer

*Thomas J. Ammerman, Jr.*	*Brian W. Wingard*	*Dennis J. Sloppy*
Assistant Vice President/Security	Assistant Vice President/Controller	Information Systems Officer

*Donna J. Collins*	*Carol J. Cossick*	*BJ Sterndale*
Assistant Vice President/Compliance	Assistant Controller	Training Officer

*Leanne D. Kassab*	*Thomas W. Grice*	*Brenda L. Terry*
Assistant Vice President/Marketing	Network Administration Officer	Banking Officer

*Branch Division*

*Vickie L. Baker*	*Denise J. Greene*	*Douglas M. Shaffer*
Assistant Vice President, Regional Branch Administration, Bradford Main Street Office	Community Office Manager, DuBois Office	Community Office Manager, Punxsutawney Office

*Ruth Anne Ryan-Catalano*	*Francine M. Papa*	*Susan J. Shimmel*
Assistant Vice President, Regional Branch Administration, Industrial Park Road Office, Clearfield	Community Office Manager, Ridgway Office	Community Office Manager, Old Town Road Office, Clearfield

*Mary A. Baker*	*Larry A. Putt*	*Theresa L. Swanson*
Assistant Vice President, Northern Cambria Office	Banking Officer, Clearfield	Community Office Manager, Warren Office

*Deborah M. Young*	*Mary Ann Roney*	*Gregory R. Williams*
Assistant Vice President, Washington Street Office, St. Marys	Banking Officer, Bradford	Banking Officer, Clearfield

*Lending Division*

*Robert S. Berezansky*	*Charles C. Shrader*	*James C. Davidson*
Senior Vice President, Corporate Lending	Vice President, Commercial Banking, Warren	Mortgage Lending Officer

*James M. Baker*	*Joseph H. Yaros*	*Cory Johnston*
Vice President, Commercial Banking, DuBois	Vice President, Commercial Banking Bradford	Credit Administration Officer

*Michael E. Haines*	*Gregory M. Dixon*	*Paul A. McDermott*
Vice President, Commercial Banking, St. Marys	Vice President/Credit Administration	Collections Officer

*Robin L. Hay*	*David W. Ogden*	*Jennifer L. Mowery*
Vice President, Commercial Banking	Vice President, Credit Administration	Staff Commercial Lender Johnstown

*Jeffrey A. Herr*	*Christopher L. Stott*	*Eileen F. Ryan*
Vice President, Commercial Banking, Philipsburg	Vice President, Retail Lending	Assistant Vice President/Mortgage Lending

	*Michael C. Sutika*	*Steven C. Tunall*
	Vice President, Commercial Banking	Commercial Banking, Kane

*Wealth & Asset Management Services*

*Todd M. Abrams*	*Natalie R. Barnett*	*Eric A. Johnson*
Senior Vice President/Managing Director, Wealth & Asset Management	Financial Consultant, Wealth Management	Trust Officer

*Craig C. Ball*	*Calvin R. Thomas, Jr.*	*Glenn R. Pentz*
Vice President, Wealth Management	Vice President, Trust Officer	Trust Officer


*ERIEBANK, a Division of CNB Bank*
David J. Zimmer	John M. Schulze	Katie J. Jones
President	Vice President	Community Office Manager, Harborcreek Office

Donald W. Damon	William J. Vitron, Jr.	Abby L. Mouyard
Senior Vice President	Vice President, Wealth Management	Community Office Manager, Main Office

Steven M. Cappellino	Carla M. LaBoda	Paul D. Sallie
Senior Vice President, Meadville Office	Regional Retail Administrator, Asbury Office	Private Banking Officer

William L. DeLuca, Jr.	Kelly S. Buck	Timothy Roberts
Senior Vice President	Community Office Manager, Downtown Office	Commercial Lending Officer

Betsy Bort	Matthew V. Feleppa
Vice President	Community Office Manager, Meadville Office

Scott O. Calhoun
Vice President

*ERIEBANK Regional Board of Directors*

Joseph B. Bower, Jr.	Thomas L. Doolin	James E. Spoden
President and Chief Executive Officer, CNB Financial Corporation, CNB Bank	President, New Age Business Solutions, LLC (Consulting)	Esquire, MacDonald Illig Jones & Britton, LLP (Law office)

Mark D. Breakey	David K. Galey	David J. Zimmer
Executive Vice President & Chief Credit Officer	Treasurer, Chief Financial Officer, Greenleaf Corporation (Manufacturing)	President, ERIEBANK

Harry E. Brown	Thomas Kennedy
Vice President, Specialty Bar Products, EBC Industries (Manufacturing)	President, Professional Development Associates, Inc. (Real estate developer)

Gary L. Clark	Charles H. Reams
Vice President, Chief Financial Officer and Chief Administrative Officer, Snap-tite, Inc. (Manufacturing)	President, C. H. Reams & Associates, Inc. (Insurance)


*Holiday Financial Services Corporation, a Subsidiary of CNB Financial Corporation*

	Board of Directors & Corporate Officers	Administrative Services

	Joseph B. Bower, Jr.	Joseph P. Strouse
	Director & President	Vice President

	Richard L. Greslick, Jr.	Jonathan L. Holler
	Director & Secretary	Assistant Vice President

	Charles R. Guarino
	Director & Treasurer


*CNB Securities Corporation, a Subsidiary of CNB Financial Corporation, Wilmington, DE*

	Board of Directors	Corporate Officers

	Brian W. Wingard	Richard L. Greslick, Jr.
	Director	President

	Glenn R. Pentz	Donald R. McLamb, Jr.
	Director	Treasurer, Wilmington Trust SP Services, Inc.

	Donald R. McLamb, Jr.	Elizabeth F. Bothner
	Wilmington Trust SP Services, Inc.	Secretary, Wilmington Trust SP Services, Inc.


CNB Financial Corporation
1 South Second Street
P.O. Box 42
Clearfield, PA 16830
800-492-3221
www.bankcnb.com