CBFC CNB Financial Services Inc (CE)

OTHER DIRECTOR INFORMATION

If any of the nominees for election as directors is unable to serve due to death or other unexpected occurrence, your proxies will be voted for a substitute nominee or nominees designated by the board of CNB, or the Board of Directors may adopt a resolution to reduce the number of directors to be elected. The Board of Directors is unaware of any other matters to be considered at the Annual Meeting other than those matters stated in the Notice of Annual Meeting of Shareholders. If any other matters properly come before the meeting, persons named in the accompanying proxy will vote your shares in accordance with the direction of the Board of Directors.

2. PROPOSALS TO AMEND CNB'S ARTICLES OF INCORPORATION

INTRODUCTION

CNB's Board of Directors has unanimously adopted resolutions approving and recommending to the shareholders for their adoption certain amendments to CNB's Articles of Incorporation (the "Articles") and ratification of certain amendments to CNB's Bylaws. These amendments will have an anti-takeover effect and are discussed in detail below under the captions "Amendments to the Articles of Incorporation Concerning Classification of the Board and supermajority Voting Requirements and Related Matters". The four proposals discussed under "Amendments to the Articles of Incorporation Concerning Classification of the Board, Supermajority Voting Requirements and Related Matters" all must be approved separately by the company's shareholders, and if all of these proposals do not receive shareholder approval, then none of the proposals will be adopted.

The proposed amendments are intended, among other things, to reduce the possibility that a third party could effect a sudden or surprise change in majority control of CNB's Board of Directors without the support of the incumbent Board. The Board believes it is in the best interests of CNB and its shareholders to discourage certain unilateral attempts by a purchaser to take control of CNB.

The proposed amendments are permitted under the laws of the State of West Virginia, CNB's state of incorporation, and, assuming approval by a majority vote of CNB's outstanding shares at the Annual Meeting, these amendments would become effective upon the filing of Articles of Amendment with the Secretary of State. This filing is expected to be made shortly after the adoption of the amendments if the proposed amendments are approved by the shareholders at the Annual Meeting.

CNB's Articles and Bylaws do not presently contain any provisions intended to affect the ability of purchasers to take over or change control of CNB.

You are also being requested to ratify certain corresponding amendments to CNB's Bylaws as previously adopted by the Board of Directors. If less than all of the proposed amendments to the Articles of Incorporation and the Bylaws are adopted or ratified (as the case may be), none of the amendments will be adopted.

THE BOARD BELIEVES THAT ADOPTION OF THE FOLLOWING PROPOSED AMENDMENTS TO THE ARTICLES OF CNB AND RELATED CHANGES TO THE BYLAWS ARE IN THE BEST INTERESTS OF ALL THE SHAREHOLDERS AND RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOR OF THEIR ADOPTION.

AMENDMENTS TO THE ARTICLES OF INCORPORATION CONCERNING CLASSIFICATION OF THE BOARD, SUPERMAJORITY VOTING REQUIREMENTS AND RELATED MATTERS

This group of proposed amendments to the Articles would amend Article X in its entirely and would:

- classify the Board of Directors into three classes, as nearly equal in number as possible, each of which classes, after a transitional arrangement, would serve for three years, with one class being elected each year at the Annual Meeting;

- reference in the Articles the procedures under which a shareholder may properly nominate a person to serve as a director of CNB;

- provide that any vacancy on the Board could be filled by the remaining directors then in office, though less than a quorum;

- provide that directors may be removed, with or without cause, only with the approval of the holders of at least 75% of the voting power of CNB entitled to vote generally in the election of directors; and

- increase the shareholder vote required to alter, amend or repeal the foregoing amendments to the Articles and related amendments to the Bylaws from the current majority of the voting power to 75% of the voting power of CNB. These proposed amendments to the Articles are set forth in full on Appendix II to this Proxy Statement.

The Board of Directors believes that if the proposed amendments are adopted, these amendments would reduce the possibility that a third party could effect a sudden change in control of CNB's Board of Directors without the support of the incumbent Board. Shareholders are urged to read carefully the following sections of this Proxy Statement, which describe the amendments and their purposes and effects, and Appendix II, before voting on the proposed amendments.

DESCRIPTION OF THE PROPOSED AMENDMENTS

CLASSIFICATION OF THE BOARD OF DIRECTORS. The Bylaws of CNB now provide that all members of the Board of Directors are to be elected annually for a term of one year and that the number of directors of CNB shall not be less than five nor more than 25, the number to be determined by the Board from time to time. Currently, there are thirteen directors of CNB. Thirteen directors have been nominated for election by management at this year's Annual Meeting.

Proposed Article X.1 of the Articles continues to permit the Board to fix the number of directors from time to time pursuant to the Bylaws and provides that the Board will be divided into three classes of directors, each class to be as nearly equal in number of directors as possible. If the proposed amendments are adopted (including the corresponding amendment to the Bylaws), the Board

of Directors of CNB will be divided into three classes, and four directors will be elected for a term expiring at the 2009 Annual Meeting of Shareholders, four directors will be elected for a term expiring at the 2010 Annual Meeting of Shareholders, and five directors will be elected for a term expiring at the 2011 Annual Meeting of Shareholders (in each case, until their respective successors are duly elected and qualified). The names of the various nominees who will serve in each class are set forth in the table which describes the management nominees. Starting with the 2009 Annual Meeting of Shareholders, one class of directors will be elected each year for a three-year term. If the proposed amendments are not adopted, all thirteen directors elected will serve a term expiring at the 2009 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

If these proposed amendments are adopted, they will have the effect of making it more difficult and time-consuming for a shareholder who has acquired or controls a majority of CNB's outstanding Common Stock to gain immediate control of the Board of Directors or otherwise disrupt the management of CNB. Unless that shareholder can gain the 75% vote required to amend the provisions regarding classifications or number of directors or to remove directors, it would not be possible for that shareholder to elect a majority of the directors at a single meeting of shareholders. Under the proposed amendment, it would take at least two Annual Meetings to change the composition of a majority of the Board of Directors, which presently may be accomplished at a single meeting. The longer time required to elect a majority of a classified Board would help to assure continuity and stability of CNB's management and policies, since a majority of the directors at any given time would have prior experience as directors of CNB.

This amendment would also have the effect of making it more difficult for a shareholder to elect a director pursuant to the exercise of his cumulative voting rights. However, the Board believes that the benefits to CNB and its shareholders of encouraging prior consultation and negotiation outweigh the disadvantages of discouraging any such proposals.

NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Proposed Article X.(B) of the Articles provides that a vacancy on the Board occurring during the course of the year, including a vacancy created by an increase in the number of directors, will be filled by the remaining directors. They further provide that any new director elected to fill a vacancy on the Board resulting from death, resignation, disqualification, removal or other cause or resulting from an increase in the number of directors will serve until the next Annual Meeting of Shareholders. It also provides that no decrease in the number of directors will shorten the term of any incumbent. The current Bylaws do not contemplate a classified Board, and a director selected to fill a vacancy now serves until the next Annual Meeting of Shareholders.

The provision that newly created directorships are to be filled by the Board could prevent a third party seeking majority representation on the Board of Directors from obtaining such representation simply by enlarging the Board and immediately filling the new directorships created with its own nominees. However, these new directors elected by the Board would only serve until the next election of directors under West Virginia law.

REMOVAL OF DIRECTORS. Currently, the vote required under the West Virginia Business Corporation Act to remove a director is a majority of the voting power of the shares entitled to be voted for the election of directors. Proposed Article X.(C) and proposed Section 17, Article III, of the Bylaws provide that a director may be removed, with or without cause, by the affirmative vote of the holders of at least 75% of the voting power of the shares entitled to vote generally in the election of directors. The proposed amendments (including the corresponding amendments to the Bylaws)

preclude a third party from removing incumbent directors and simultaneously gaining control of the Board by filling the vacancies created by removal with its own nominees unless the third party controls 75% of the voting power of the Voting Stock and can amend these provisions of the Bylaws and the Articles.

INCREASED SHAREHOLDER AND DIRECTOR VOTE FOR ALTERATION, AMENDMENT OR REPEAL OF PROPOSED AMENDMENTS. Proposed Article X(D) of the amendments to the Articles would require the concurrence of the holders of at least 75% of the voting power of CNB entitled to vote generally in the election of directors for the alteration, amendment or repeal of, or the adoption of any provision inconsistent with, all of the proposed amendments to the Articles discussed in this Proxy Statement. Under the West Virginia Business Corporation Act, amendments to the Articles of CNB require the approval of the holders of more than one-half of the outstanding stock entitled to vote thereon and of more than one-half of the outstanding stock of each class entitled to vote thereon voting as a class. However, the West Virginia Business Corporation Act also permits provisions in the Articles which require a greater vote than the minimum vote otherwise required by law for any corporate action.

In addition, under proposed Article XI of the Bylaws, without the affirmative vote of two-thirds of all members of the Board, the Board may not amend the Bylaws to change the principal office of CNB, change the number of Directors or make a substantial change in the duties of the Chairman of the Board and the President.

The requirement of an increased shareholder vote is designed to prevent a shareholder with a majority of the voting power of the Bank from avoiding the requirements of the proposed amendments by simply repealing them.

CONSIDERATIONS IN SUPPORT OF THE PROPOSED AMENDMENTS

Although no activity with respect to the stock of CNB has come to the attention of the Board of Directors, a third party may seek to accumulate a substantial amount of CNB's stock as a prelude to proposing a takeover or a restructuring or sale of all or part of the company or other similar extraordinary corporate action. These actions are often undertaken by the third party without advance notice to or consultation with management of the company. In many cases, the purchaser seeks representation on the Board of Directors in order to increase the likelihood that its proposal will be implemented by the company. If the company resists the efforts of the purchaser to obtain representation on the Board, the purchaser may commence a proxy contest to have its nominees elected to the Board in place of certain directors or the entire Board. In some cases, the purchaser may not truly be interested in taking over the company, but uses the threat of a proxy fight and/or a bid to take over the company as a means of forcing the company to repurchase its equity position at a substantial premium over market price.

The purpose of the proposed amendments to the Articles is to encourage persons seeking to acquire control of CNB to negotiate with CNB prior to attempting to take control. The various amendments to the Articles are designed to make it more difficult and time-consuming to change majority control of the Board and thus to reduce the vulnerability of CNB to a takeover attempt which may not be in the best interests of CNB or its shareholders. The amendments are also designed to ensure that management is fully aware of shareholders' intentions and proposals before any shareholders meeting.

The Board of Directors of CNB believes that any imminent threat of removal of the Board's management during a takeover attempt could severely curtail management's ability to negotiate effectively with any potential purchasers. Management could be deprived of the time and information necessary to evaluate a takeover proposal, to study alternative proposals and to help ensure that the best price is obtained in any transaction involving CNB which may ultimately be undertaken.

CONSIDERATIONS AGAINST THE PROPOSED AMENDMENTS

The proposed amendments will make more difficult or discourage a proxy contest, the assumption of control by a holder of a substantial block of CNB's stock or the removal of the incumbent Board and could increase the likelihood that incumbent directors will retain their positions, even if a majority of the shareholders are dissatisfied with the performance of those directors. Under the proposed amendments, a third party would not immediately obtain the ability to control the Board through its first-step acquisition.

VOTE REQUIRED FOR ADOPTION OF PROPOSED AMENDMENTS

The affirmative vote of the holders of more than one-half of the outstanding shares of CNB entitled to vote at the Annual Meeting is required to adopt the proposed amendments to the Articles. Additionally, if all of these proposed amendments do not receive the required shareholder approval, then none of the amendments will be adopted. The proposals to ratify the Bylaw amendments require the affirmative vote of one-half of the shares present at the meeting in person or by proxy.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" ADOPTION OF THE AMENDMENTS TO THE ARTICLES AND RATIFICATION OF THE AMENDMENTS TO THE BYLAWS DISCUSSED ABOVE.

 OFFICE HELD BANK EMPLOYEE AGE AS OF
 NAME AND OFFICE HELD SINCE SINCE MARCH 3, 2008
 -------------------- ----------- ------------- -------------
J. Philip Kesecker, Chairman of the Board 1987 (1) 78
Thomas F. Rokisky, President/CEO 1996 1990 61
Rebecca S. Stotler, Sr. Vice President/CFO 1999 (2) 1983 47
Patricia C. Muldoon, Ex. Vice President/COO 2003 (3) 2001 47

(1) Mr. Kesecker is not an employee of CNB.

(2) From 1999 to 2006, Rebecca Stotler was Vice President/Chief Financial Officer.

(3) From 2003 to 2006, Patricia Muldoon was Senior Vice President/Chief Operations Officer

NUMBER OF MEETINGS

The directors of CNB are also directors of the bank. The Board of Directors met eleven times in 2007. All of CNB's directors attended 75% or more of all Board and committee meetings in the aggregate in 2007. The bank's Board of Directors had 26 meetings and 47 meetings of committees during 2007. Each of CNB's directors attended at least 75% of the aggregate of all Board and committee meetings of committees they served on during 2007.

DIRECTORS' TABLE

The following table disclosed the cash and other compensation earned and paid to each of the Company's directors during the fiscal year ended 2007.

 CHANGE IN
 PENSION VALUE
 AND
 NONQUALIFIED
 FEES EARNED DEFERRED
 OR PAID IN COMPENSATION ALL OTHER TOTAL
 NAME YEAR CASH EARNINGS (1) COMPENSATION COMPENSATION
---------------------------- ------ ----------- ------------- ------------ ------------
J. Philip Kesecker 2007 $ 21,650 $ - $ - $ 21,650
Kenneth W. Apple 2007 $ 17,625 $ - $ - $ 17,625
J. Robert Ayers 2007 $ 16,875 $ - $ - $ 16,875
John E. Barker 2007 $ 15,825 $ - $ - $ 15,825
Margaret S. Bartles 2007 $ 15,500 $ 2,273 $ - $ 17,773
Jay E. Dick 2007 $ 17,300 $ 25,206 $ - $ 42,506
Herbert L. Eppinger 2007 $ 17,517 $ 1,023 $ - $ 18,540
Robert L. Hawvermale 2007 $ 15,325 $ - $ - $ 15,325
Jerald McGraw 2007 $ 17,800 $ 15,348 $ - $ 33,148
Martha H. Quarantillo 2007 $ 14,875 $ 2,273 $ - $ 17,148
Thomas F. Rokisky 2007 $ 11,200 $ - $ - $ 11,200
Charles S. Trump IV 2007 $ 14,850 $ 13,796 $ - $ 28,646
Arlie R. Yost 2007 $ 15,925 $ 15,348 $ - $ 31,273

(1) Refer to page 13 Board Compensation for a more detailed discussion of the director's deferred compensation plan.

BOARD COMPENSATION

Directors receive $200 for each Board meeting of the bank they attend, $175 for each discount committee meeting, $150 for each audit committee meeting and $100 for other committee meetings they attend. There is no compensation for attendance at CNB Board meetings. However, each director receives a fee of $6,000 per year. The chairman of the Board receives an additional $3,500 per year and the vice chairman receives an additional $1,000 per year. Other than the deferred compensation plan described below, there are no other special arrangements with any directors. In 2007, the Board of Directors of CNB received $212,150, in the aggregate, for all Board of Directors' meetings attended and all fees paid.

CNB maintains a deferred compensation plan for directors pursuant to which a director may elect to defer receipt of a portion of fees for Board meetings for at least four years or until he reaches age 65, whichever is later. An amount equal to fees waived in addition to interest at an annual rate of 10% per year will be paid to each participating director or his designated beneficiary during a period of 10 years after the director reaches age 65. The payments after retirement will be paid from the general funds of CNB. CNB purchases and is the beneficiary of insurance on the lives of participants, the proceeds of which are used to help recover the net after-tax cost of the benefits and insurance premiums paid. Funds from the deferred fees of a participating director will be used to reimburse CNB for the costs of the premium for the insurance policies. The cost of the insurance premiums in

2007
was $58,434. At December 31, 2007, these policies had a net accumulated cash value of $1,491,093.

 AUDIT PERSONNEL INVESTMENT TRUST
 DIRECTOR COMMITTEE COMMITTEE COMMITTEE COMMITTEE
 --------- --------- ---------- ---------
Kenneth W. Apple * *
J. Robert Ayers * ** **
John E. Barker *
Margaret S. Bartles ** *
Jay E. Dick * **
Herbert L. Eppinger *
Robert L. Hawvermale * *
J. Philip Kesecker * * * *
Jerald McGraw * *
Martha H. Quarantillo *
Charles S. Trump IV * * *
Arlie R. Yost *

 Number of
 of Meetings
 Held in 2007 11 5 5 12

* Committee Member ** Committee Chair

PERSONNEL COMMITTEE

During 2007, the personnel committee consisted of Jay E. Dick, Chairperson, Robert L. Hawvermale, Herbert L. Eppinger, Charles S. Trump IV, J. Robert Ayers and J. Philip Kesecker (ex officio). The Board of Directors has determined that each current member of the personnel committee is "independent" within the meaning of the general independence standards of the listing standards of the Nasdaq Stock Market, Inc., except for Charles Trump, IV. For a description of the function of the personnel committee, see "Personnel Committee Report on Executive Compensation." The personnel committee met five times during the fiscal year ended December 31, 2007. Each member of the personnel committee attended at least 75% of all meetings held during 2007.

AUDIT COMMITTEE

In 2007, members of the audit committee included Margaret S. Bartles, Chairperson, Arlie R. Yost, John E. Barker, Jerry McGraw, Jay E. Dick and Kenneth W. Apple, none of whom is employed by CNB. The Board of Directors has determined that each of the current members of the audit committee is "independent" within the meaning of the enhanced independent standards for audit committee members in the Securities Exchange Act of 1934 and rules thereunder, as amended, and as incorporated into the listing standards of the Nasdaq Stock Market, Inc. The Board of Directors has also determined that Kenneth W. Apple, CPA, member of the audit committee, is an "audit committee financial expert" within the meaning of the rules promulgated by the Securities and Exchange

Commission and pursuant to the Sarbanes-Oxley Act of 2002. The audit committee held eleven meetings during fiscal year 2007. The audit committee selects the company's independent registered public accounting firm (subject to shareholder ratification), considers the scope of the audit, reviews the activities and recommendations made by CNB's internal auditors, and considers comments made by the independent registered public accounting firm with respect to the company's internal control structure. No audit committee member attended fewer than 75% of the meetings held during the fiscal year ended December 31, 2007.

INVESTMENT COMMITTEE

During 2007, the investment committee consisted of J. Robert Ayers, Chairperson, Margaret S. Bartles, Robert L. Hawvermale, Charles S. Trump IV and J. Philip Kesecker (ex officio). The investment committee reviews the investment portfolio for liquidity, profitability composition, diversification and permissible investments. The investment committee met five times during the fiscal year ended December 31, 2007. All of the members except two attended at least 75% of all meetings held during 2007.

TRUST COMMITTEE

During 2007, the trust committee consisted of J. Robert Ayers, Chairperson, Kenneth W. Apple, Jerald McGraw, Martha H. Quarantillo, Charles S. Trump IV and J. Philip Kesecker (ex officio). The trust committee reviews the general status of activities within the Trust Department including the value of fiduciary assets, new business development activities, investment performance, profitability and growth projections. The trust committee also approves all new fiduciary accounts and reviews all existing fiduciary accounts annually. The trust committee met twelve times during the fiscal year ended December 31, 2007. Each member of the trust committee attended at least 75% of all meetings held during 2007.

POLICIES ON DIRECTOR ATTENDANCE OF SHAREHOLDER MEETINGS

In order to fulfill their primary responsibilities, directors of the Company are expected to attend the Annual Meeting of Shareholders and all Board meetings and all meetings on committees on which they serve. All of the directors of the Company attended the 2007 Annual Meeting of Shareholders.

AUDIT RELATED MATTERS

AUDIT COMMITTEE

The functions of the audit committee include performing all duties the Board assigns, meeting with the independent registered public accountants to review the scope of audit services, significant accounting changes, audit conclusions regarding significant accounting estimates, assessments as to the adequacy of internal controls and the resolution of any significant deficiencies or material weaknesses and compliance with laws and regulations, overseeing the internal audit function, reviewing regulatory examination reports and management's responses thereto, and reviewing periodic reports from the loan review function.

The audit committee is governed by a written charter approved by the Board of Directors.

CNB's Board of Directors has determined that Kenneth W. Apple, CPA, meets the requirements of an audit committee financial expert as defined by the Securities and Exchange

Commission. The Board of Directors believes that Mr. Apple has the following five attributes that qualify him as an audit committee financial expert. This director, through education and experience, has:

- An understanding of financial statements and generally accepted accounting principles;

- An ability to assess the general application of generally accepted accounting principles in connection with accounting for estimates, accruals and reserves;

- Some experience in preparing, auditing, analyzing and evaluating financial statements that present a level of complexity of accounting issues comparable to the breadth of issues that could reasonably be expected to be presented by CNB's financial statements;

- An understanding of internal controls; and

- An understanding of audit committee functions.

Mr. Apple acquired these attributes through his Bachelor of Science degree from Shepherd College in Shepherdstown, West Virginia, and over 25 years of experience in public accounting, including auditing.