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 Section 301 of the Sarbanes-Oxley Act, the Board of Directors of CNB Corporation sets forth the following policy:

Section 301 of the Sarbanes-Oxley Act requires the Audit Committee of the Board of Directors to establish procedures for: (a) the receipt, retention, and treatment of complaints received by the Corporation regarding financial statement or other disclosures, accounting, internal accounting or disclosure controls, or auditing matters; and (b) the submission by employees of the Corporation and others, on a confidential and anonymous basis, any good faith concerns regarding questionable accounting or auditing matters.

In accordance with Section 301 and the policy as approved by the Board of Directors, the Audit Committee of the Board of Directors adopts the following procedures:

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 disclosures, accounting, internal accounting or disclosure controls, or auditing matters. All such concerns shall be set forth in writing and forwarded in a sealed envelope to the Bank's most senior officer of internal audit, Mr. D. Scott Hucks, Assistant Vice President and Senior Auditor, in an envelope labeled with a legend such as "Confidential." All such correspondence may be forwarded through internal mail or alternatively to P.O. Box 320, Conway, S.C. 29528.

The Senior Internal Audit Officer shall promptly forward to the Chairman of the Audit Committee any complaints received regarding financial statement disclosures, accounting, internal accounting or disclosure controls, or auditing matters.

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

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 or other disclosures, disclosure concerns or violations, accounting, internal accounting or disclosure controls, or auditing matters.

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.

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.

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 Senior Internal Audit Officer. Any such concerns shall be immediately relayed to the Chairman of the Audit Committee.

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