CNB CORPORATION
_____________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 12, 2009
TO THE SHAREHOLDERS:
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual Meeting") of
CNB Corporation, a South Carolina corporation (the "Company"), will be held in the Conway
Banking Office of The Conway National Bank at 1411 Fourth Avenue, Conway, South Carolina, at
5:15 p.m., Conway, South Carolina time, on Tuesday, May 12, 2009. The Annual Meeting is being
held for the following purposes:
(1)
To elect four Directors to each serve a three-year term;
(2)
To ratify the appointment of Elliott Davis, LLC as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2009; and
(3)
To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only those holders of common stock of the Company of record at the close of business on
March 31, 2009, are entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
You are cordially invited and urged to attend the Annual Meeting in person. Whether or not
you plan to attend the meeting, we encourage you to please date, sign, and promptly return the
enclosed proxy (gold sheet) in the enclosed, self-addressed, stamped envelope. If you are a record
shareholder and attend the Annual Meeting and desire to revoke your proxy and vote in person, you
may do so. In any event, a proxy may be revoked by a record shareholder at any time before it is
exercised.
By Order of the Board of Directors
/s/W. Jennings Duncan
W. Jennings Duncan
President and Chief Executive Officer
Conway, South Carolina
April 10, 2009
CNB CORPORATION
1400 Third Avenue
Conway, South Carolina 29526
(843) 248-5721
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLD