Investor Meetings

February 2014

Exhibit 99.2

Forward-Looking Statements

2

The forward-looking statements are based upon management’s beliefs and assumptions. Any forward-looking

statement made herein speaks only as of the date of this presentation. Factors or events that could cause our actual

results to differ may emerge from time to time, and it is not possible for us to predict all of them. We  undertake no

obligation to publicly update any forward-looking statement, whether as a result of new information, future

developments or otherwise, except as may be required by law.

This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of

1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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. Forward-looking statements include statements with respect to 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). Forward-looking

statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,”

“targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as

“may,” “will,” “should,” “would” and “could.” Such known and unknown risks, uncertainties and other factors that

could cause the actual results to differ materially from the statements, include, but are not limited to: (i) changes

in general business, industry or economic conditions or competition; (ii) 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 principles or otherwise; (iii) adverse changes or conditions in capital and

financial markets; (iv) changes in interest rates; (v) higher than expected costs or other difficulties related to

integration of combined or merged businesses; (vi) the inability to realize expected cost savings or achieve other

anticipated benefits in connection with business combinations and other acquisitions; (vii)  changes in the quality

or composition of our loan and investment portfolios; (viii) adequacy of loan loss reserves; (ix) increased

competition; (x) loss of certain key officers; (xi) continued relationships with major customers; (xii) deposit

attrition; (xiii) rapidly changing technology; (xiv) unanticipated regulatory or judicial proceedings and liabilities

and other costs; (xv) changes in the cost of funds, demand for loan products or demand for financial services;

and (xvi) other economic, competitive, governmental or technological factors affecting our operations, markets,

products, services and prices. Such developments could have an adverse impact on our financial position and

our results of operations.

CNB Financial Overview

CNB Financial is a full-service bank,

headquartered in Clearfield, PA, providing

services, including trust and wealth

management, to individuals, businesses,

governments, and institutional customers

As of December 31, 2013:

3

Source:

SNL

Financial

and

company

data.

Information

and

data

as

of

December

31,

2013.

•

Assets: $2.1 billion

•

Loans: $1.3 billion

•

Deposits: $1.8 billion

Operates 37 branches in North Central

Pennsylvania and Ohio through its principal

subsidiary, CNB Bank

CNB Bank is a regional independent

community bank operating:

•

22 branches in North Central

Pennsylvania

•

7 full-service branches through

ERIEBANK, a division of CNB Bank

headquartered in Erie, PA

•

8 full-service branches through its

newest division FCBank,

headquartered in Bucyrus, Ohio

•

Holiday Financial Services: Consumer

loan company with 11 offices

NASDAQ-listed under the symbol “CCNE”

Strong Balance Sheet Growth

•

Successfully closed on previously announced acquisition of FC Banc Corp during the fourth quarter

•

Loans of $1.3 billion at December 31, 2013 represents 39.6% growth over December 31, 2012, comprising of

26.7% from the FC acquisition and organic growth of 12.9%

•

Deposits of $1.8 billion at December 31, 2013 represents 23.6% growth over December 31, 2012, comprising

of 22.4% from the FC acquisition and organic growth of 1.23%

Profitability

•

Pre-tax net income of $25.1 million* excluding gain on sale of investment securities and merger costs in 2013,

up 13.0% from the prior year

•

Return on assets of .88% and return on equity of 11.38%

•

Net interest margin of 3.47%

Superior Asset Quality

•

Nonperforming assets to total assets of 0.61%

•

Net charge-offs to average loans of 0.38%

•

Allowance for loan losses to loans of 1.25%

Capital

•

Tangible common equity to tangible assets of 6.34%*

•

Leverage ratio of 7.96%

•

Tier 1 Risk Based Ratio of 12.51%

•

Total Risk Based Capital Ratio of 13.72%

2013 Highlights

4

Note: Financial data as of or for the full year ended December 31, 2013

* Please see the Appendix for a reconciliation of non-GAAP financial information.

5

1865

1934

1984

2005

2006

2008

2009         2010          2013

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

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

2010:

Capital

raise of $34.5

million

2013:

Acquisition of

FC Banc Corp.

headquartered

in Bucyrus,

Ohio with $360

million in

assets

History of CNB Financial

6

Created

bank

division

with

"blank

sheet

of

paper“

in

2005

–

Opportunity to build commercial based service model

Market

not

overbanked,

yet

dominated

by

larger

players

–

PNC,

Citizens

–

Opportunity

magnified

through

NCC

acquisition

and

entry

of

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: GE Transportation, Erie Insurance, Plastek Group, Hamot

Strong health care component

Four universities

2010

Lake Erie

NY

PA

OH

Expansion into Erie

Today

7

At December 31, 2013:

Seven branches

$366 million in loans

$580 million in deposits

FC Banc Corp. Transaction Benefits

•

Provided entrance into Central Ohio with an acquisition of meaningful size and scale

–

Entrance

into

5

new

markets,

similar

to

those

that

CNB

currently

serves,

with

dominant

market share position

–

$360 million in total assets; $248 million in loans; and $332 million in deposits

•

Opportunity to replicate CNB’s already successful ERIEBANK model in a market conducive

to CNB’s business plan

•

Significant opportunity for both organic and strategic growth going forward

•

Significant

accretion

to

EPS

expected

in

the

first

full

combined

year

without

significant

TBV

dilution

–

5.4%

EPS

accretion

expected

in

first

full

year

with

TBV

dilution

earned

back

by

the

end

of 2014

8

Experienced Management Team

Years at

Years in

Executive

Title

CCNE

Industry

Joseph B. Bower Jr.

President & Chief Executive Officer

17

21

Mark D. Breakey

EVP & Chief Credit Officer

23

29

David J. Zimmer

President of ERIEBANK

9

30

Brian W. Wingard

Treasurer and Chief Financial Officer

6

6

Joseph E. Dell Jr.

SVP & Senior Commercial Lending Officer

1

30

Richard L. Greslick Jr.

Secretary and SVP/Administration

16

16

Vincent C. Turiano

SVP of Operations

5

41

9

CNB Stock Price Performance

Since its follow-on offering in 2010, CNB has outperformed

the NASDAQ Bank Index

Source: SNL Financial. Price change from 6/14/10 to 1/24/14

10

Strong Organic Loan and Deposit Growth

Strong organic loan and deposit

growth through the financial crisis

and recession

Fundamental focus on originating

loans in-market and funding with

local, low-cost core deposits

The Bank strives to be more

customer-driven than its competitors

and builds long-term customer

relationships by being reliable and

competitively priced

11

Total Loans

Total Deposits

5-Year

CAGR:

Organic 9.5%

5-Year

CAGR:

Total 17.6%

Organic 13.0%

Total 14.2%

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

1,800,000

2,000,000

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Diversified Loan Portfolio

$795 million

6.43% yield

$1.3 billion

5.18% yield

12

0

0

0.00

0

Residential

Mortgage

33.2%

Commercial

Real Estate

26.8%

C&I

32.4%

Consumer

7.6%

12/31/10

0

0

0

Residential

Mortgage

35.1%

Commercial

Real Estate

38.3%

C&I

21.4%

Consumer

5.2%

12/31/13

Attractive Deposit Mix

$1.2 billion

1.42% cost of deposits

$1.8 billion

0.56% cost of deposits

13

Non-

interest

Bearing

12.1%

Savings

56.1%

Retail CDs

17.5%

Jumbo CDs

14.2%

12/31/10

Non-

interest

Bearing

12.1%

MMDA &

Savings

73.5%

Retail CDs

7.4%

Jumbo CDs

7.0%

12/31/13

Deposit Market Share

Source:  SNL Financial. Deposit market share as of June 30, 2013

CNB Growth

Market Growth

Market

Rank

# of

Branches

CNB

Deposits

($000)

CNB

Deposit

Market

Share (%)

Year

over

Year (%)

5-Year

CAGR

(%)

Total

Deposits in

Market

($000)

Year over

Year (%)

5-Year

CAGR (%)

Clearfield, PA

1

11

449,038

33.96

3.26

2.52

1,322,107

0.06

0.19

Erie, PA

5

4

426,736

10.09

6.13

51.94

4,228,343

3.57

5.56

Elk, PA

2

4

165,653

24.09

3.34

11.21

687,547

2.05

1.29

Crawford, OH

2

2

132,660

17.81

6.93

5.52

744,874

0.46

1.20

Crawford, PA

5

2

124,153

10.17

39.24

-

1,220,579

4.25

2.68

Mc Kean, PA

3

3

122,177

14.73

3.55

10.75

829,566

2.69

4.91

Franklin, OH

17

2

111,671

0.26

0.47

23.97

42,412,438

6.91

10.37

Centre, PA

9

1

84,641

3.16

7.94

11.64

2,680,576

7.21

7.26

Jefferson, PA

5

1

60,432

6.79

0.54

11.50

890,119

(1.18)

1.29

Warren, PA

4

1

59,694

7.03

(3.01)

33.49

848,819

5.83

4.70

Cambria, PA

10

1

51,717

1.87

0.87

6.33

2,770,851

(0.21)

2.47

Knox, OH

6

1

36,705

4.98

5.30

12.63

736,557

2.55

3.39

Morrow, OH

4

1

32,294

16.34

1.23

7.16

197,582

3.78

2.29

Richland, OH

13

1

10,753

0.63

10.32

-

1,705,766

(2.10)

1.43

Holmes, OH

9

1

2,880

0.39

-

-

730,505

3.50

6.27

Indiana, PA

9

1

2,645

0.11

-

-

2,436,997

20.10

4.62

Total

37

1,873,849

2.91

6.02

14.83

64,443,226

5.93

7.82

14

Improved Profitability

* Please see the Appendix for a reconciliation of non-GAAP financial information.

15

Stable Net Interest Margin

16

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Net Interest Margin

Yield on Interest Earning Assets

Cost of Interest Bearing Liabilities

Superior Asset Quality

Source: SNL Financial. NPAs excluded restructured loans. Texas ratio defined as NPA & Loans 90+/

Tangible Common Equity + LLR.

0

0

0

0

0.42

1.17

0.93

1.09

0.85

0.61

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

NPAs/Assets

0

0

0

0

0.28

0.49

0.56

0.38

0.55

0.38

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

NCOs/Average Loans

0

0

0

0

1.29

1.37

1.35

1.48

1.51

1.25

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Loan Loss Reserves/Gross

Loans

0

0

0

0

7.06

20.30

14.82

18.85

16.90

8.64

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Texas Ratio

17

Strong Capital Levels

0

0

0

0

5.12

5.08

7.05

7.61

7.63

6.34

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Tangible Common

Equity/Tangible Assets*

0

0

0

0

8.40

7.87

8.81

8.22

8.06

7.96

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Leverage Ratio

0

0

0

0

10.80

10.70

14.13

13.89

14.03

12.51

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Tier 1 Risk Based Ratio

0

0

0

0

12.00

11.95

15.38

15.14

15.28

13.72

2008Y

2009Y

2010Y

2011Y

2012Y

2013Y

Total Risk Based Ratio

18

* Please

see

the

Appendix

for

a

reconciliation

of

non-GAAP

financial

information.

CNB’s Growth Strategy

Organic

/

De

Novo

Growth

Strategy

Acquisition

Strategy

19

ERIEBANK growth continues to be

strong

Continue to open loan production

offices to fill-in our markets

FCBank market provides for organic

growth through new offices and

additional lenders

Expand our presence into new

markets that fit our business

model (i.e. FCBank)

Bring significant talent

M&A is not a priority in our growth

strategy; however, we will remain

opportunistic and would consider a

transaction that would:

Appendix

20

Non-GAAP Financial Reconciliation

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

common

equity

is

calculated

by

excluding

the

balance

of

goodwill

and

other

intangible

assets

from

the

calculation

of

shareholders’

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 to investors that is

useful in understanding our financial condition.  Because not all companies use the same calculations 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.

21

Year ended December 31,

($ in thousands)

2008

2009

2010

2011

2012

2013

Total Shareholders' Equity

$62,467

$69,409

$109,645

$131,889

$145,364

$164,911

Less Goodwill

10,821

10,821

10,821

10,821

10,946

27,194

Less Other Intangible Assets

185

85

-

-

-

4,583

Tangible Common Equity

$51,461

$58,503

$98,824

$121,068

$134,418

$133,134

Total Assets

$1,016,518

$1,161,591

$1,413,511

$1,602,207

$1,773,079

$2,131,289

Less Goodwill

10,821

10,821

10,821

10,821

10,946

27,194

Less Other Intangible Assets

185

85

-

-

-

4,583

Tangible Assets

$1,005,512

$1,150,685

$1,402,690

$1,591,386

$1,762,133

$2,099,512

Total Shareholders' Equity / Total Assets

6.15%

5.98%

7.76%

8.23%

8.20%

7.74%

Tangible Common Equity / Tangible Assets

5.12%

5.08%

7.05%

7.61%

7.63%

6.34%

Non-GAAP Financial Reconciliation

The following is a non-GAAP disclosure of net income excluding the effects of net realized gains on the sale of available for

sale securities and one-time merger costs:

22

Year ended December 31,

($ in thousands)

2012

2013

Pre-tax net income, GAAP basis

$23,547

$23,019

Net realized gains on available-for-sale securities

(1,379)

(355)

Merger costs

-

2,396

Pre-tax net income, non-GAAP

$22,168

$25,060

Effective tax rate

After-tax net income, GAAP basis

$17,136

$16,679

Net realized gains on available-for-sale securities

(896)

(231)

Merger costs, net of tax

-

1,362

After-tax net income, non-GAAP

$16,240

$17,810