CNB CORPORATION
_____________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 1999
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 main
office building of The Conway National Bank at 1400 Third Avenue,
Conway, South Carolina, at 4:15 p.m., Conway, South Carolina time,
on May 11, 1999. The Annual Meeting is being held for the
following purposes:
(1) To elect five Directors;
(2) To ratify the appointment of Elliott, Davis, and
Company, Certified Public Accountants, as the
Company's independent public accountant for the
fiscal year ending December 31, 1999; 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 April 30, 1999, 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; but if you are unable to do so, please date,
sign, and promptly return the enclosed proxy (blue sheet) in the
enclosed, self-addressed, stamped envelope. If you 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 at any time
before it is exercised.
By Order of the Board of Directors
W. Jennings Duncan
President
Willis J. Duncan
Chairman of the Board
Conway, South Carolina
April 9, 1999
<PAGE>
CNB CORPORATION
1400 THIRD AVENUE
CONWAY, SOUTH CAROLINA 29526
_____________
PROXY STATEMENT
_____________
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 1999
The accompanying proxy is solicited by and on behalf of
the Board of Directors of CNB Corporation, a South Carolina
Corporation (the "Company"), for use at the Annual Meeting of
Shareholders to be held on May 11, 1999 (the "Annual Meeting"), at
4:15 p.m., Conway, South Carolina time, in the main office
building of The Conway National Bank at 1400 Third Avenue, Conway,
South Carolina, or any adjournment thereof.
Solicitation of proxies may be made in person or by mail,
telephone or telegraph by directors, officers and regular
employees of the Company. The Company may also request banking
institutions, brokerage firms, custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial
owners of common stock of the Company held on record by such
persons, and the Company will reimburse the forwarding expenses.
The cost of solicitation of proxies will be paid by the Company.
This proxy statement was first mailed to shareholders on or about
April 9, 1999.
The Company has its principal executive offices at 1400
Third Avenue, Conway, South Carolina 29526. The Company telephone
number is (843) 248-5721.
ANNUAL REPORT
The annual report to shareholders covering the Company's
fiscal year ended December 31, 1998, including financial
statements, is enclosed herewith. Such annual report to
shareholders does not form any part of the material for the
solicitation of proxies.
REVOCATION OF PROXY
Any shareholder returning the accompanying proxy may
revoke such proxy at any time prior to its exercise (a) by giving
<PAGE>
written notice to the Company of such revocation, (b) by voting in
person at the meeting, or (c) by executing and delivering to the
Company a later dated proxy.
QUORUM AND VOTING
The voting securities of the Company are shares of its
common stock, $10.00 par value ("Company Stock"), each share of
which entitles the holder to one vote on each matter to come
before the Annual Meeting or any adjournment thereof.
At the close of business on April 30, 1999 (the "Record
Date"), the Company will have issued and outstanding approximately
596,615 shares of Common Stock held of record by approximately 670
persons. Only holders of record of Company Stock at the close of
business on the Record Date are entitled to notice of and to vote
on matters that come before the Annual Meeting or any adjournment
thereof.
The presence in person or by proxy of the holders of a
majority of the outstanding shares of Company Stock entitled to
vote at the Annual Meeting is necessary to constitute a quorum at
the Annual Meeting or any adjournment thereof. In all matters
submitted to a vote of the shareholders at the Annual Meeting or
any adjournment thereof, a majority of the votes cast will be
determinative.
ACTION TO BE TAKEN UNDER THE PROXY
Each proxy, unless the shareholder otherwise specifies
therein, will be voted:
(a) "For" the election of the five (5) persons named in
this Proxy Statement as the Board of Directors'
nominees for election to the Board of Directors; and
(b) "For" the ratification of the appointment of Elliott,
Davis, and Company, Certified Public Accountants, as
the Company's independent public accountant for the
fiscal year ending December 31, 1999.
In each case where the shareholder has appropriately
specified how the proxy is to be voted, it will be voted in
accordance with his specifications. Shareholders may designate a
person or persons other than those named in the enclosed proxy to
vote their shares at the Annual Meeting or any adjournment
thereof.
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<PAGE>
As to any other matter of business which may be brought before the
Annual Meeting or any adjournment thereof, a vote may be cast
pursuant to the accompanying proxy in accordance with the best
judgment of the persons voting the same, but the Board of
Directors does not know of any such other matter of business. Any
shareholder has the power to revoke his proxy at any time prior to
the Annual Meeting by giving written or oral notice to Verta Lee
Chestnut, Secretary of the Company.
SHAREHOLDER'S PROPOSALS
Any shareholder of the Company desiring to present a
proposal for action, including the nomination for the election of
directors, at the 2000 Annual Meeting of Shareholders must deliver
the proposal to the executive officers of the Company no later
than February 10, 2000, which is ninety days prior to the
anniversary date of the 1999 Annual Meeting, unless the Company
notifies the Shareholders otherwise. Only those proposals that
are proper for shareholder action and otherwise proper may be
included in the Company's proxy statement.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of December 31, 1998,
certain information regarding the ownership of Company Stock of
all officers and directors of the Company. No shareholder who is
not an officer or director of the Company is known to the
management of the Company to be the beneficial owner of more than
five (5%) percent of the Company Stock. The Company Stock is the
Company's only class of voting securities.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership(1) of Class
Willis J. Duncan 31,150 5.2%
1400 Third Avenue
Conway, South Carolina 29526
All Officers and Directors as a Group
(42 persons) (2) 155,938 26.1%
_________________
(1) For a description of the amount and nature of ownership
of the directors of the Company, see "Management of the Company -
Directors".
(2) Includes 28 officers of the subsidiary, The Conway
National Bank, who are not officers of the Company.
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<PAGE>
MANAGEMENT OF THE COMPANY
<TABLE>
<CAPTION>
Directors
The Directors and Nominees for election to the Board of Directors of
the Company are as follows:
Proposed Present Company
Director Term Principal Stock Owned
Name (Age) Since Expires Occupation Number %
<S> <C> <C> <C> <C> <C>
Willis J. Duncan
(71) 1958 2000 Chairman of the Board. 31,150(1) 5.22
The President of the Bank
from November 1985 to
February 1988.
W. Jennings Duncan
(43) 1984 2001 President. Executive 19,342(2) 3.24
Vice President of the Bank
from November 1985 to
February 1988.
Dr. R. C. Smith
(84) 1959 2001 Past Chairman of the 1,867 .31
Board. Chairman of the Board
from 1979 to 1985, when he became
Vice Chairman. Chairman of the
Board from November 1985 to
February 1988. Retired in
1985 as a physician with Conway
Internists, P.A. of Conway,
South Carolina.
James W. Barnette, Jr.
(53) 1984 2001 President of Surfside 4,858(3) .81
Rent Mart, Inc., a general rental
company located in Surfside Beach,
S.C., since 1992. Private real
estate investor from 1988 to 1991.
Previously, Mr. Barnette was General
Manager of Coastal Golf Corp.,
Burning Ridge Corp., and Indian Wells
Golf Club, which own and operate golf
courses in the Myrtle Beach,
South Carolina, area.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Proposed Present Company
Director Term Principal Stock Owned
Name (Age) Since Expires Occupation Number %
<S> <C> <C> <C> <C> <C>
*Harold G. Cushman, Jr.
(69) 1963 2002 Retired in 1995 as 20,403(4) 3.42
President of Dargan
Construction Company,Inc.
*Charles C. Cutts 1945 2002 Retired. 15,367(5) 2.58
(93)
Paul R. Dusenbury 1997 2000 Treasurer. Vice President 836(6) .14
(40) and Cashier of the Bank
since 1988.
*G. Heyward Goldfinch
(80) 1976 2002 Retired. Director 1,937 .32
of Goldfinch's, Inc.,
a funeral home, and of
Hillcrest Cemetery of
Conway, Incorporated.
John Monroe J. Holliday
(82) 1969 2000 President of Palmetto 15,025(7) 2.52
Farms Corp. and partner
in Holliday Associates,
diversified agricul-
tural, real estate
development, and retail
companies headquartered
in Horry County, South
Carolina.
*Robert P. Hucks 1993 2002 Executive Vice President. 1,774(8) .30
(53) Served as Vice President
and Cashier of the Bank from
1985 to 1988.
Richard M. Lovelace, Jr.
(52) 1984 2000 Attorney in private 1,912(9) .32
practice with Lovelace
& Rogers, P.A. in Conway,
South Carolina.
John K. Massey
(84) 1959 2001 Retired. 4,722(10) .79
*Howard B. Smith, III
(50) 1993 2002 Asst. Professor of 2,393 .40
Accounting with Coastal Carolina
University since January, 1998.
Previously, Mr Smith was a practicing
certified public accountant with
Smith,Sapp,Bookhout,Crumpler, &
Callihan,P.A. in Myrtle Beach, South
Carolina.
</TABLE>
* Nominee for election to the Board of Directors.
<5>
<PAGE>
Except as indicated below, each director or director nominee of the
company has sole voting and investment power with respect to all shares of
Company stock owned by such director or director nominee. The address of
each director or director nominee is c/o The Conway National Bank, Post
Office Drawer 320, 1400 Third Avenue, Conway, South Carolina 29526. All
Directors and officers of the Company and its subsidiary, The Conway National
Bank, as a group (42 persons), own 155,938 (26.14%) shares of Company stock.
(1) Includes 10,517 shares held by Harriette B. Duncan (wife).
(2) Includes 871 shares held by Robin F. Duncan (wife); 2,510 shares
held by Ann Louise Duncan (daughter); 2,510 shares held by Mary Kathryn
Duncan (daughter); 2,510 shares by Willis Jennings Duncan, V (son); and 2,510
shares by Margaret Brunson Duncan (daughter).
(3) Includes 4,022 shares held by Janet J. Barnette (wife).
(4) Includes 17,500 shares held by the Cushman Family Limited
partnership; 261 shares held by Dianne C. Cushman (wife); 941 shares held in
the name of Marion Shannon Cushman (son); 485 shares held by Frances Faison
Cushman (daughter); 485 shares held by Harold G. Cushman, III (son); 62
shares held by Harold G. Cushman, IV (grandson); and 62 shares held by Kara
Dawn Cushman (granddaughter).
(5) Includes 7,703 shares held by Eugenia B. Cutts (wife).
(6) Includes 125 shares held by Jennifer S. Dusenbury (wife); 37 shares
held by Elena Cox Dusenbury (daughter); and 37 shares held by Sarah Cherry
Dusenbury (daughter).
(7) Includes 1,575 shares held by Marjorie R. Holliday Irrevocable Trust
(wife); 4,130 shares held by M. Russell Holliday, Jr. (daughter); 2,472
shares held by Christian M. Holliday Douglas (daughter); 432 shares held by
Christian M. H. Douglas, Jr. (granddaughter); 432 shares held by Marjorie
Russell Douglas (granddaughter); 432 shares held by David Duvall Douglas, Jr.
(grandson); and 605 shares held by David D. and Christian M.H. Douglas Trust
(grandchildren).
(8) Includes 250 shares held by Willie Ann Hucks (wife); 25 shares held
by Mariah J. Hucks (daughter); 62 shares held by Norah Leigh Hucks
(daughter); and 187 shares held by Robert P. Hucks, II (son).
(9) Includes 362 shares held by Rebecca S. Lovelace (wife); 235 shares
held by Richard Blake Lovelace (son); and 550 shares held by Macon B.
Lovelace (son).
(10) Includes 1,322 shares held by Bertha T. Massey (wife).
Each director of the Company has been engaged in his principal
occupation of employment as specified above for five (5) years or more unless
otherwise indicated.
W. Jennings Duncan is Willis J. Duncan's son. Richard M. Lovelace, Jr.
is Dr. R. C. Smith's son-in-law. No other family relationships exist among
the above named directors or officers of the Company. None of the directors
of the Company holds a directorship in any company with a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as
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<PAGE>
amended, or subject to the requirements of Section 15(d) of that act or in
any company registered as an investment company under the Investment Company
Act of 1940, as amended.
The Board of Directors of the Company, as originally constituted, was
classified into three (3) classes with each class consisting of five (5)
directors. Five (5) directors in Class II will be elected at the 1999 Annual
Meeting to serve for a three (3) year term. Directors in Class III will be
elected at the 2000 Annual Meeting to serve for a three (3) year term and
Directors in Class I will be elected at the 2001 Annual Meeting to serve for
a three (3) year term. Currently, there are thirteen (13) Directors, with
five (5) directors in Class II. The Board of Directors has passed a
resolution fixing the total number of Directors at thirteen (13).
The Board of Directors of the Company serves as the Board of Directors
of its subsidiary, The Conway National Bank. The Company's Board of
Directors meets as is necessary and the Bank's Board of Directors meets on a
monthly basis.
The Board of Directors of the Bank has an Executive Committee that
meets when necessary between scheduled meetings of the Board of Directors.
The Executive Committee recommends to the Board of Directors the appointment
of officers; determines officer compensation subject to Board approval;
reviews employee salaries; considers any director nominee submitted by the
shareholders; and addresses any other business as is necessary which does not
come under the authority of other committees on the Board of Directors. The
Executive Committee will consider any nominee to the Board of Directors
submitted by the shareholders, provided shareholders intending to nominate
director candidates for election deliver written notice thereof to the
Secretary of the Company not later than (i) with respect to at election to be
held at an Annual Meeting of shareholders, ninety (90) days prior to the
anniversary date of the immediately preceding Annual Meeting of shareholders,
and (ii) with respect to an election to be held at a special meeting of
shareholders, the close of business on the tenth (10th) day following the
date on which notice of such meeting is first given to shareholders. The
Bylaws further provide that the notice shall set forth certain information
concerning such shareholder and his nominee(s), including their names and
addresses, a representation that the shareholder is entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, a description of all
arrangements or understandings between the shareholder and each nominee, such
other information as would be required to be included in a proxy statement
soliciting proxies for the election of the nominees of such shareholder and
the consent of each nominee to serve as Director of the Company if so
elected. The Chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedures. The
members of the Executive Committee are Charles C. Cutts, Willis J. Duncan, W.
Jennings Duncan, and Dr. R. C. Smith.
In addition, the Board of Directors of the Bank has Audit, Loan,
Public Relations, and Building Committees. The members of the Audit
Committee are Charles C. Cutts, Paul R. Dusenbury, John Monroe J. Holliday,
John K. Massey, Howard B. Smith, III, and Dr. R. C. Smith. The members of
the Loan Committee are James W. Barnette, Jr., Harold G. Cushman, Jr., Willis
J. Duncan, W. Jennings Duncan, G. Heyward Goldfinch, Robert P. Hucks, and
Richard M. Lovelace, Jr. The members of the Public Relations Committee are
James W. Barnette, Jr., G. Heyward Goldfinch, and John K. Massey. The
members of the Building Committee are James W. Barnette, Jr., Harold G.
-7-
<PAGE>
Cushman, Jr., Willis J. Duncan, W. Jennings Duncan, and Robert P. Hucks.
Willis J. Duncan, Chairman of the Board, and W. Jennings Duncan, President,
are ex officio members of each of these committees of the Board with the
exception of the Audit Committee.
The function of the Audit Committee is to ensure that adequate
accounting procedures are in existence and functioning in a manner adequate
to safeguard the assets of the Bank. The Audit Committee also monitors
internal and external audit activities. The function of the Loan Committee
is to review and approve new loans and monitor the performance and quality of
existing loans, as well as to ensure that sound policies and procedures exist
in the Bank's lending operations.
During 1998, the Company's Board of Directors met four (4) times; the
Bank's Board of Directors met twelve (12) times; the Executive Committee met
eleven (11) times; the Audit Committee met nine (9) times; the Loan Committee
met twelve (12) times; the Building Committee met two (2) times; and the
Public Relations Committee did not meet. With the exception of Charles C.
Cutts, each Director attended at least 75% of the aggregate of (a) the total
number of meetings of the Board of Directors held during the period for which
he served as Director and (b) the total number of meetings held by all
committees of the Board of Directors of which he served.
Executive Officers:
The Executive Officers and other officers of the Company are
as follows:
Position(s) Currently
Name Age With The Company
Willis J. Duncan 71 Chairman of the Board (1)
W. Jennings Duncan 43 President and Director (1)
Robert P. Hucks 53 Executive Vice President and Director (1)
Verta Lee Chestnut 60 Secretary
Paul R. Dusenbury 40 Treasurer and Director (1)
(Chief Financial Officer and
Chief Accounting Officer)
_________________
(1) Executive Officer
All executive officers and other officers serve at the pleasure of the
Board of Directors of the Company. Each executive officer and other officer
of the Company has been an officer of the Company and/or the Bank for five
(5) years.
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<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company pays no remuneration to its Directors and Executive
Officers. All remuneration for services rendered are paid by the Company's
subsidiary, The Conway National Bank, Conway, South Carolina ("the Bank").
Compensation Committee Report
The Executive Committee of the Bank recommends to the Board of
Directors the appointment of officers; determines officer compensation
subject to Board approval; and reviews employee salaries. The compensation
of the President (Chief Executive Officer) and the other executive officers
is not tied directly to corporate performance or any measure thereof.
However, it would be deemed unacceptable by the Executive Committee, Board,
and management to establish compensation levels that are not consistent with
the performance of the Bank or return to shareholders. During the
compensation decision process, much emphasis is placed on the Job Evaluation
Salary Administration Program (JESAP) Committee. The "JESAP" Committee is
charged with the responsibility of establishing job position descriptions;
applying values to each job position in the form of a salary range; and
obtaining salary surveys of a local, regional, and national level to
determine that salary ranges are consistent with the industry and peers. The
"JESAP" committee utilizes an independent management consulting firm to aid
in this process. For each Bank employee, including the President (Chief
Executive Officer) and all executive officers, a salary minimum, midpoint,
and maximum is established. For fiscal 1998, all executive officer salary
levels were below the midpoint as established by the JESAP process.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Awards Payouts
Other Restricted Stock Long-Term
Name and Annual (1) Stock Options/ Incentive All Other(2)
Principal Position Year Salary($) Bonus $ Compensation Awards($) SAR's(#) Payouts($) Compensation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
W. Jennings Duncan 1998 135,504 29,900 4,361 0 0 0 10,163
President and 1997 128,136 25,000 3,386 0 0 0 9,610
Director of Bank 1996 121,740 15,640 2,985 0 0 0 9,131
Robert P. Hucks 1998 119,796 26,500 6,000 0 0 0 8,985
Executive Vice 1997 113,280 22,188 6,000 0 0 0 8,496
President and 1996 107,628 13,960 6,000 0 0 0 8,072
Director of Bank
Paul R. Dusenbury 1998 111,060 24,588 6,000 0 0 0 8,330
Vice President, 1997 105,024 20,688 6,000 0 0 0 7,877
Cashier and 1996 99,780 13,000 6,000 0 0 0 7,484
Director of Bank
</TABLE>
(1) Cash value of personal use of automobile furnished by the Bank or
automobile travel allowance.
(2) Cash contributions made by the Bank to the Bank's contributory
profit-sharing and savings defined contribution plan.
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<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS (continued)
PENSION PLAN DISCLOSURE
The Bank has a defined contribution pension plan covering all
employees who have attained age twenty-one and have a minimum one year of
service. Upon ongoing approval of the Board of Directors, the Bank matches
one hundred percent of employee contributions up to one percent of employee
contributions of salary deferred and fifty percent of employee contributions
in excess of one percent and up to six percent of salary deferred. For the
years ended December 31, 1998, 1997, and 1996, $378,000, $361,000, and
$336,000, respectively, was charged to operations under the plan.
The Board of Directors of the Bank provides supplemental benefits to
certain key officers,including Willis J.Duncan, W. Jennings Duncan, Robert P.
Hucks, and Paul R. Dusenbury, under The Conway National Bank Executive
Supplemental Income (ESI) Plan and a Long-Term Deferred Compensation (LTDC)
Plan. These plans are not qualified under the Internal Revenue Code. These
plans are unfunded, however, certain benefits under the ESI Plan are
informally and indirectly funded by insurance policies on the lives of the
covered employees. Under the provisions of the ESI Plan, the Bank and the
participating employees will execute agreements providing each employee (or
his beneficiary, if applicable) with a pre-retirement death benefit and a
post-retirement annuity benefit. The ESI Plan is designed to provide
participating employees with a pre-retirement benefit based on a percentage
of the employee's current compensation. The ESI agreement's post-retirement
benefit is designed to supplement a participating employee's retirement
benefits from Social Security in order to provide the employee with a certain
percentage of his final average income at retirement age. While the employee
is receiving benefits under the ESI Agreement, the agreement will prohibit
the employee from competing with the Bank and will require the participating
employee to be available for consulting work for the Bank. The ESI Agreement
may be amended or revoked at any time prior to the participating employee's
death or retirement, but only with the mutual written consent of the covered
employee and the Bank. The ESI Agreements require that the participating
employee be employed at the Bank at the earlier of death or retirement to be
eligible to receive, or have his beneficiary receive, benefits under the
agreement. Under the LTDC Plan, certain key employees and the Board of
Directors may defer a portion of their compensation for their retirement and
purchase units which are equivalent in value to one share of the Company's
stock at market value. The employee or Director receives appreciation, if
any, in the market value of the unit as compared to the initial value per
unit.
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<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS (continued)
Performance Graphs
Comparative graphs of the corporation's financial performance have been
submitted in paper format to the Securities and Exchange Commission, Branch of
Filer Support 2, based on the statistical data in the following two tables.
These graphs are incorporated in this report by reference.
1993 1994 1995 1996 1997 1998
CNB CORPORATION 100 108 149 166 202 230
INDEPENDENT BANK INDEX 100 119 151 191 280 296
NASDAQ 100 98 138 170 209 293
Assumes reinvestment of dividends.
RETURN ON ASSETS COMPARISON Y-T-D
1993 1994 1995 1996 1997 9/30/98
CONWAY NATIONAL BANK 1.17 1.21 1.22 1.21 1.30 1.48
ALL SOUTH CAROLINA BANKS 1.12 1.13 1.19 1.29 1.30 1.39
ALL SOUTH CAROLINA SAVINGS & LOANS .73 .87 .95 .64 .93 1.08
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS (continued)
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
No Compensation Committee interlocks exist. The members of the
Executive Committee of the Board, which serves as the Compensation Committee,
are Charles C. Cutts (outside Director), Willis J. Duncan (Chairman of the
Board and inside Director), W. Jennings Duncan (President and inside
Director), and Dr. R.C. Smith (outside Director). Membership of the "JESAP"
Committee consists of six Bank officers.
Director Compensation
Directors who are not Bank officers received $400 for each monthly
meeting of the Board of Directors and an additional $100 for each committee
meeting attended in 1998. Effective February, 1999, Director compensation
for each committee meeting attended was increased to $150.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file
reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with
the Securities and Exchange Commission (the "SEC") and the National
Association of Securities Dealers. Such officers, directors, and 10 percent
shareholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms that they file.
Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that
during the fiscal year ended December 31, 1998, all Section 16(a) filing
requirements applicable to its officers, directors, and 10 percent
shareholders were complied with.
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<PAGE>
CERTAIN TRANSACTIONS
Directors, principal shareholders, and Executive Officers of the Company
and the Bank are customers of and had transactions with the Bank in the
ordinary course of business. Included in such transactions are outstanding
loans and commitments, all of which were made on comparable terms, including
interest rates and collateral as those prevailing at the time for other
customers of the Bank, and did not involve more than normal risk of
collectibility or present other unfavorable features.
ELECTION OF DIRECTORS
The Board of Directors has, by resolution, fixed the number of Directors
at thirteen (13) and five (5) will be elected at the Annual Meeting. The term
of office for each elected Director will be as specified in "Management of
the Company - Directors" or until his successor is elected and shall have
qualified. Each nominee is presently a Director of the Company and has
served continuously since first becoming a Director. The Board of Directors'
nominees are as specified in "Management of the Company - Directors."
Should any nominee for the office of Director become unable or
unwilling to accept nomination of election, it is intended that the persons
acting under the proxy will vote for the election, in his stead, of such
other persons as the Board of Directors of the Company may recommend. The
Board of Directors has no reason to believe that any nominee named above will
be unable or unwilling to serve if elected.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company recommends that the shareholders
of the Company ratify the appointment of Elliott, Davis, and Company,
Certified Public Accountants, as the Company's and Bank's independent public
accountant for the fiscal year ending December 31, 1999. Representatives of
Elliott, Davis, and Company are not expected to be present at the Annual
Meeting.
OTHER BUSINESS
The Board of Directors of the Company does not know of any other
business to be presented at the Annual Meeting. If any other matters are
properly brought before the Annual Meeting, however, it is the intention of
the persons named in the accompanying proxy to vote such proxy in accordance
with their best judgment.
By Order of the Board of Directors
W. Jennings Duncan, President
Conway, South Carolina
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<PAGE>
CNB CORPORATION
_______________
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 11, 1999
The undersigned hereby appoints Willis J. Duncan, W. Jennings
Duncan, and Paul R. Dusenbury or_____________________(insert name of
designee), or any of them acting in the absence of the others, attorneys and
proxies, with power of substitution, to vote all of the shares of the Common
Stock of CNB Corporation, a South Carolina Corporation (the "Company"), held
or owned by the undersigned or standing in the name of the undersigned at the
Annual Meeting of Shareholders of the Company to be held at The Conway
National Bank, 1400 Third Avenue, Conway, South Carolina, at 4:15 p.m., on
May 11, 1999, and any adjournment thereof, and the undersigned hereby
instructs said attorneys to vote:
1. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked To vote for all nominees
to the contrary below) listed below
_________ __________
INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line
through the nominee's name in the list
below.
Class II Directors (Three-Year Term):
Harold G. Cushman, Jr., Charles C. Cutts, G. Heyward Goldfinch,
Robert P. Hucks, and Howard B. Smith, III.
2. FOR _____ AGAINST _____ ABSTAIN _____
the ratification of the appointment of Elliott, Davis,
and Company, Certified Public Accountants, as
independent auditors for the Company and its
subsidiary for the year ending December 31, 1999.
3. In their discretion, upon any other business which may properly come
before the meeting or any adjournment thereof.
Date________________________ ________________________________
Number of Shares ___________ ________________________________
(Please sign exactly as shown on
envelope addressed to you)
THE PROXIES WILL BE VOTED AS INDICATED
IN THE ABSENCE OF SUCH INSTRUCTIONS, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE DIRECTORS NAMED IN THE PROXY STATEMENT AND THE PROXIES HEREIN
NAMED WILL VOTE ON OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF IN ACCORDANCE WITH THEIR JUDGMENT.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
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