Whistleblower Policy

Procedures for the Submission of Complaints or Concerns Regarding Financial Statement or other Disclosures, Accounting, Internal Accounting or Disclosure Controls, or Auditing Matters:

In recognition of its responsibilities under the Federal Deposit Insurance Corporation Improvement Act (FDICIA), Subtitle E, Section 251(a) – Whistleblower Protections and Section 36 – Early Identification of Needed Improvement in Financial Management, the Board of CNB Corporation, the parent company of The Conway National Bank, sets forth the following policy:

The Audit Committee of the Board of Directors will establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (b) the submission by employees of the Corporation and others, on a confidential and anonymous basis, of good faith concerns regarding questionable accounting or auditing matters.

In accordance with the requirements under FDICIA and this policy as approved by the Board of Directors, the Audit Committee of the Board of Directors adopts the following procedures:

a) Any employee of the Corporation may submit, on a confidential, anonymous basis, if the employee so desires, any good faith concerns regarding financial statement or other disclosure, accounting, internal accounting or disclosure controls, or auditing matter. All such concerns shall be set forth in writing and forwarded to the Bank's most senior officer of internal audit, Renee L. Larrimore, Interim Senior Auditor, or the Chairman of the Audit Committee, William O. Marsh, in a sealed envelope labeled with a legend such as "Confidential." All such correspondence may be forwarded to Post Office Box 320, Conway, SC 29528-0320.

b) The Interim Senior Auditor shall promptly forward to the Chairman of the Audit Committee any complaints received by him/her regarding financial statement disclosures, accounting, internal accounting or disclosure controls, or auditing matters.

c) Following the receipt of any complaints submitted hereunder, the Audit Committee will investigate each matter so reported and take corrective and disciplinary action.

d) The Audit Committee may enlist committee members, employees of the Corporation and/or outside legal, accounting or other advisors, as appropriate, to conduct any investigation of complaints regarding financial statement disclosures, disclosure concerns, violations of law, or accounting standards.

e) The Corporation does not permit retaliation of any kind against employees for complaints submitted that are made in good faith. Additionally, no employee shall be adversely affected because the employee refuses to carry out a directive which, in fact, constitutes corporate fraud, or is a violation of state or federal law.

f) The Audit Committee shall retain as a part of the records of the Audit Committee any such complaints or concerns for a period of no less than seven (7) years.

g) Problems or concerns related to financial statement or other disclosures, accounting, internal or disclosure controls, auditing matters or questions which an employee wishes to discuss or report on a non-confidential or non-anonymous basis should be reported immediately to the Interim Senior Auditor. Any such concerns shall be immediately relayed to the Chairman of the Audit Committee.

This policy and procedures, as appropriate, is applicable to the subsidiary of CNB Corporation – The Conway National Bank.