 Announces the Acquisition of: May 5, 2014 Exhibit 99.2 |
 2 BRYN MAWR BANK CORPORATION Forward Looking Statements Bryn Mawr Bank Corporation (the “Corporation”) intends to file with the SEC a Registration Statement on Form S-4 concerning the Merger. The Registration Statement will include a prospectus for the offer and sale of the Corporation’s common stock to Continental Bank Holdings, Inc.’s shareholders as well as a proxy statement for each of the Corporation and Continental Bank Holdings, Inc. for the solicitation of proxies from each of their shareholders for use at their respective meetings at which the Merger will be voted upon. The combined prospectus and proxy statement and other documents filed by the Corporation with the SEC will contain important information about the Corporation, Continental Bank Holdings, Inc. and the Merger. We urge investors and each of the Corporation’s and Continental Bank Holdings, Inc.’s shareholders to read carefully the combined prospectus and proxy statement and other documents filed with the SEC, including any amendments or supplements also filed with the SEC. prospectus and proxy statement carefully before making a decision concerning the Merger. Investors and shareholders will be able to obtain a free copy of the combined prospectus and proxy statement – along with other filings containing information about the Corporation – at the SEC’s website at http://www.sec.gov. Copies of the combined prospectus and proxy statement, and the filings with the SEC incorporated by reference in the combined prospectus and proxy statement, can also be obtained free of charge by directing a request to Bryn Mawr Bank Corporation, 801 Lancaster Avenue, Bryn Mawr, PA 19010, attention: Geoffrey L. Halberstadt, Secretary, telephone (610) 581-4873. Continental Bank Holdings, Inc., the Corporation and certain of their directors and executive officers may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from shareholders in connection with the Merger. Information concerning the interests of the persons who may be considered “participants” in the solicitation as well as additional information concerning the Corporation’s directors and executive officers will be set forth in the combined prospectus and proxy statement relating to the Merger. Information concerning the Corporation’s directors and executive officers is also set forth in its proxy statement and annual report on Form 10-K (including any amendments thereto), previously filed with the SEC. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale is unlawful before registration or qualification of the securities under the securities laws of the jurisdiction. No offer of securities shall be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended. This presentation contains statements which, to the extent that they are not recitations of historical fact may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such forward-looking statements may include financial and other projections as well as statements regarding the Corporation that may include future plans, objectives, performance, revenues, growth, profits, operating expenses or the Corporation’s underlying assumptions. The words “may”, “would”, “should”, “could”, “will”, “likely”, “possibly”, “expect,” “anticipate,” “intend”, “estimate”, “target”, “potentially”, “probably”, “outlook”, “predict”, “contemplate”, “continue”, “strategic”, “objective”, “plan”, “forecast”, “project” and “believe” or other similar words, phrases or concepts may identify forward-looking statements. Persons reading or present at this presentation are cautioned that such statements are only predictions, and that the Corporation’s actual future results or performance may be materially different. Such forward-looking statements involve known and unknown risks and uncertainties. A number of factors, many of which are beyond the Corporation’s control, could cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements, and so our business and financial condition and results of operations could be materially and adversely affected. Such factors include, among others, that we will not receive required regulatory or shareholder approvals for the proposed merger in a timely fashion or at all, that the integration of Continental ’s business with the Corporation’s may take longer than anticipated or be more costly than anticipated, that the proposed merger may be more expensive to complete and that the anticipated benefits, including any anticipated cost savings or strategic gains may be significantly harder to achieve or take longer than anticipated or may not be achieved, our need for capital, our ability to control operating costs and expenses, and to manage loan and lease delinquency rates; the credit risks of lending activities and overall quality of the composition of our loan, lease and securities portfolio; the impact of economic conditions, consumer and business spending habits, and real estate market conditions on our business and in our market area; changes in the levels of general interest rates, deposit interest rates, or net interest margin and funding sources; changes in banking regulations and policies and the possibility that any banking agency approvals we might require for certain activities will not be obtained in a timely manner or at all or will be conditioned in a manner that would impair our ability to implement our business plans; changes in accounting policies and practices; the inability of key third-party providers to perform their obligations to us; our ability to attract and retain key personnel; competition in our marketplace; war or terrorist activities; material differences in the actual financial results, cost savings and revenue enhancements associated with our acquisitions; and other factors as described in our securities filings. All forward-looking statements and information made herein are based on Management’s current beliefs and assumptions as of May 5, 2014 and speak only as of that date. The Corporation does not undertake to update forward-looking statements. For a complete discussion of the assumptions, risks and uncertainties related to our business, you are encouraged to review our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K, as well as any changes in risk factors that we may identify in our quarterly or other reports subsequently filed with the SEC. Each company’s shareholders in particular should read the combined |
 3 BRYN MAWR BANK CORPORATION Transaction Rationale Significantly Enhances Banking Franchise Approximately 4% EPS accretion in 2015 and high single-digit EPS accretion thereafter Internal rate of return in excess of 20% Identified pre-tax cost savings of 35% of G&A expenses Tangible book value accretive in approximately 3.5 years No revenue synergies assumed but substantial opportunities identified, specifically within wealth management division Comprehensive due diligence process Third party loan review completed Similar operating cultures Extremely loyal customer base at Continental Proven track record of integrating acquisitions Strengthens BMTC’s position as the largest community bank in Philadelphia’s affluent western suburbs Expands franchise by 10 branches and $469 million deposits in attractive Montgomery, Chester and western Philadelphia counties Increases deposit base to over $2.0 billion in the Philadelphia MSA; $1.2 billion in Montgomery County Materially accelerates publicly stated goal of reaching $3.0 billion in banking assets by December 2014 Low – Risk Profile Financially Attractive |
 4 BRYN MAWR BANK CORPORATION Transaction Summary Due Diligence Due Diligence Consideration Consideration Board Additions Board Additions Bryn Mawr will add two independent representatives of Continental to its holding company Board of Directors Transaction value of $109 million (1) or $12.36 per share Special dividend of $1.3 million or $0.15 per share to Continental common stock and preferred shareholders 100% stock consideration Fixed exchange ratio of 0.450x shares of BMTC common stock for each share of Continental common and preferred stock Completed; Including a third party loan review Required Approvals Required Approvals Expected Close Expected Close Bryn Mawr’s Shareholders Continental’s Shareholders Customary Regulatory December 2014 Note: Transaction value is based on BMTC share price of $27.46 as of 5/2/2014 (1) Includes outstanding options and warrants |
 5 BRYN MAWR BANK CORPORATION Builds Scale in Attractive Western Philadelphia Suburbs Source: SNL Financial and MapInfo Professional; County deposit market share and demographic data as of 6/30/2013 Pro Forma Branch Map Projected Population Growth (2013 – 2018) (4) 2013 Median Household Income (4) Combined (1) (2) (3) 1.91% 2.39% 2.02% 1.32% 1.00% 1.50% 2.00% 2.50% BMTC Continental Pro Forma PA $72,443 $76,362 $73,346 $50,569 $40,000 $50,000 $60,000 $70,000 $80,000 BMTC Continental Pro Forma PA (1) Does not include purchase accounting adjustments (2) (3) BMTC branch count includes 19 full service branches and 7 offices in adult life care communities (4) Market demographic data weighted by county deposits Based on BMTC share price of $27.46 as of 5/2/2014; Pro forma market cap reflects purchase accounting adjustments and full conversion of preferred stock |
 6 BRYN MAWR BANK CORPORATION Rank Institution (ST) Number of Branches Deposits in Market ($mm) Market Share (%) 1 Wells Fargo & Co. (CA) 41 4,749 19.9 2 Toronto-Dominion Bank 27 3,775 15.8 3 Royal Bank of Scotland Group Plc 38 3,305 13.8 4 PNC Financial Services Group Inc. (PA) 24 2,131 8.9 Pro Forma 36 2,021 8.5 5 Bryn Mawr Bank Corp. (PA) 26 1,555 6.5 6 Susquehanna Bancshares Inc. (PA) 15 860 3.6 7 Banco Santander SA 14 855 3.6 8 Bank of America Corp. (NC) 15 656 2.7 9 Firstrust Savings Bank (PA) 6 654 2.7 10 Beneficial Mutual Bancorp Inc. (MHC) (PA) 8 462 1.9 11 National Penn Bancshares Inc. (PA) 9 439 1.8 12 Continental Bank Holdings Inc. (PA) 10 466 1.9 13 Penn Liberty Financial Corp. (PA) 6 362 1.5 14 M&T Bank Corp. (NY) 7 321 1.3 15 WSFS Financial Corp. (DE) 6 283 1.2 16 Customers Bancorp Inc. (PA) 2 282 1.2 17 Malvern Bancorp Inc. (PA) 3 275 1.2 18 First Niagara Financial Group Inc. (NY) 8 254 1.1 19 Tompkins Financial Corp. (NY) 5 210 0.9 20 Meridian Bank (PA) 1 176 0.7 Total (1-10) 214 19,002 79.5 Total (1-47) 321 23,906 100.0 Enhanced Positioning in Markets of Operation Rank Institution (ST) Number of Branches Deposits in Market ($mm) Market Share (%) 1 Wells Fargo & Co. (CA) 44 4,586 19.0 2 Toronto-Dominion Bank 24 3,495 14.5 3 Royal Bank of Scotland Group 39 3,137 13.0 4 PNC Financial Services Group (PA) 25 2,028 8.4 5 First Niagara Finl Group (NY) 25 1,354 5.6 6 Univest Corp. of Pennsylvania (PA) 19 1,281 5.3 Pro Forma 14 1,157 4.8 7 Susquehanna Bancshares Inc. (PA) 18 890 3.7 8 Firstrust SB (PA) 8 811 3.4 9 Bryn Mawr Bank Corp. (PA) 6 747 3.1 10 Banco Santander 17 729 3.0 11 Bank of America Corp. (NC) 15 557 2.3 12 Harleysville Savings Financial (PA) 8 538 2.2 13 National Penn Bancshares Inc. (PA) 11 512 2.1 14 Beneficial Mutual Bncp (MHC) (PA) 9 496 2.1 15 Continental Bank Holdings Inc (PA) 8 410 1.7 16 Fox Chase Bancorp Inc. (PA) 2 276 1.1 17 Ambler Savings Bank (PA) 7 275 1.1 18 Royal Bancshares of PA (PA) 6 256 1.1 19 Hatboro Federal Savings FA (PA) 1 217 0.9 20 HV Bancorp Inc. 4 205 0.9 Totals (1-10) 225 19,059 78.9 Totals (1-41) 333 24,168 100.0 Deposit Market Share – Montgomery, PA (County) Deposit Market Share – Zip Codes of Operation Source: SNL Financial Note: Deposit market share data as of 6/30/2013 Increases deposit base to over $2.0 billion in the Philadelphia MSA and $1.2 billion in Montgomery County Largest community bank headquartered in zip codes of operation (1) (1) BMTC branch count includes 19 full service branches and 7 offices in adult life care communities |
 BRYN MAWR BANK CORPORATION Continental Bank Holdings, Inc. – Company Overview Largest de novo bank or thrift headquartered in the Philadelphia, PA MSA Opened for business on September 7, 2005 Loan portfolio funded entirely by customer deposits Reached profitability in three years and remained profitable throughout the recent credit cycle Market has extremely attractive demographics and is rich with small and medium-sized businesses All growth delivered through de novo branching and organic growth Ten existing full service branches in Montgomery, Chester and Philadelphia counties, PA Competitive advantages Former Progress Bank management team with strong referral network and relationships in the greater Philadelphia markets; extremely loyal customer base Personal banker strategy has been successful in building new accounts and customer relationships Total Gross Loans ($mm) Loans / Deposits (%) TE / TA (%) NPAs / Loans + OREO (%) (1) $358 $375 $388 $398 $300 $325 $350 $375 $400 2Q '13 3Q '13 4Q '13 1Q '14 77.2% 82.4% 84.3% 84.8% 70.0% 75.0% 80.0% 85.0% 90.0% 2Q '13 3Q '13 4Q '13 1Q '14 9.54% 9.00% 8.99% 9.01% 8.00% 8.50% 9.00% 9.50% 10.00% 2Q '13 3Q '13 4Q '13 1Q '14 1.0% 1.0% 1.5% 1.2% 0.0% 0.5% 1.0% 1.5% 2.0% 2Q '13 3Q '13 4Q '13 1Q '14 7 Source: SNL Financial; Financial data per company regulatory filings as of 3/31/2014 (1) Nonperforming assets exclude TDRs |
 BRYN MAWR BANK CORPORATION Due Diligence Process Extensive due diligence conducted by BMTC and third parties over the past few months, including: Tax BOLI Credit Conducted extensive credit diligence BMTC and third party loan review Reviewed over 65% of the commercial portfolio (CRE, C&I, and Construction) Multiple Construction / Commercial Real Estate sites visited Accounting Investments Branch Network (visited & assessed) ALCO Insurance Information Technology 8 |
 BRYN MAWR BANK CORPORATION 100% stock consideration Gross credit mark of ~$8.1 million, or 2.1% of loans Fair market value adjustments applied to securities, deposits and borrowings Cost savings of 35% of G&A expense base ~90% phase in for 2015 Fully phased in by 2016 Revenue synergies identified but not assumed IT improvements across BMTC platform in conjunction with the transaction After-tax restructuring charge of ~$9.5 million Core deposit intangible of 1.5% of non-time deposits Estimated closing date of December 2014 Pro Forma Financial Impact Pro Forma Impacts (1) Pro Forma Impacts (1) Key Assumptions Key Assumptions EPS Impact Tangible Book Value Internal Rate of Return ~4% 2015 accretion to Bryn Mawr ~7% 2016 accretion to Bryn Mawr ~4% dilutive to Bryn Mawr at close Earnback period of approximately 3.5 years In excess of 20% Pro Forma Balance Sheet & Capital Ratios at Close Assets: $2.9 billion Loans: $2.1 billion Deposits: $2.2 billion TCE / TA: ~8.6% Leverage Ratio: ~8.9% Total Capital Ratio: ~12.4% (1) Pro Forma data reflects purchase accounting adjustments at closing of transaction on December 31, 2014 BRYN MAWR BANK CORPORATION 9 |
 BRYN MAWR BANK CORPORATION Proven Acquiror Three wealth management acquisitions and two bank acquisitions completed since 2008 Source: SNL Financial Historical Wealth Management M&A: Historical Bank and Thrift M&A: Target State Completion Date Deal Value ($mm) Target Assets ($mm) First Bank of Delaware DE 11/16/2012 NA $100.0 First Keystone Financial, Inc. PA 7/1/2010 32.8 525.4 Target State Completion Date Deal Value ($mm) AUM ($mm) Davidson Trust Company PA 5/15/2012 $10.5 $1,000.0 Private Wealth Management Group Hershey Trust Co. PA 5/27/2011 18.6 1,100.0 JNJ Holdings LLC (Lau Associates) DE 7/15/2008 19.0 600.0 10 BRYN MAWR BANK CORPORATION |
 11 BRYN MAWR BANK CORPORATION Summary Builds scale in highly attractive Montgomery, Chester and western Philadelphia counties Market has strong demographics and is rich with small and medium sized businesses Materially accelerates publicly stated goal of reaching $3.0 billion in banking assets by December 2014 Pro forma assets: $2.9 billion Pro forma deposits: $2.2 billion Solid financial returns based on conservative assumptions No revenue enhancements assumed Cost savings have been identified Independent third party loan review Low transaction risk Similar cultures Familiarity with markets Proven acquiror (1) Pro Forma data reflects purchase accounting adjustments at closing of transaction on December 31, 2014 (1) (1) |
 Appendix |
 13 BRYN MAWR BANK CORPORATION Pro Forma Loan & Deposit Composition Cost of Total Deposits: 0.17% Cost of Total Deposits: 0.56% Total: Total: Total: Yield on Loans: 5.02% Yield on Loans: 4.51% Total: Total: Total: $1,547mm $388mm $1,935mm $1,591mm $460mm $2,052mm BMTC Stand Alone Continental Stand Alone BMTC Pro Forma Source: SNL Financial; BMTC loan and deposit data per GAAP filings as of 12/31/2013; Continental loan and deposit data per holding company regulatory filings as of 12/31/2013 Construction 3.0% Residential R.E. 19.4% Commercial R.E. 40.4% Commercial & Industrial 23.8% Consumer & Other 13.3% Construction 2.8% Residential R.E. 26.4% Commercial R.E. 39.1% Commercial & Industrial 22.0% Consumer & Other 9.7% Construction 2.9% Residential R.E. 20.8% Commercial R.E. 40.2% Commercial & Industrial 23.5% Consumer & Other 12.6% Demand Deposits 26.8% NOW & Other Trans. Accts 16.8% MMDA & Other Savings 45.4% Retail Time Deposits 5.5% Jumbo Time Deposits 5.5% Demand Deposits 15.7% NOW & Other Trans. Accts 13.0% MMDA & Other Savings 35.2% Retail Time Deposits 19.1% Jumbo Time Deposits 17.0% Demand Deposits 24.3% NOW & Other Trans. Accts 15.9% MMDA & Other Savings 43.1% Retail Time Deposits 8.6% Jumbo Time Deposits 8.1% |