FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT  OF 1934
For the transition period from  to 
___________________

For Quarter Ended September 30, 2002    Commission file number:2-96350CNB Corporation               (Exact name of registrant as specified in its charter)South Carolina 57-0792402 (State or other jurisdiction of                (I.R.S. Employer
  incorporation or organization)                 Identification No.)P.O. Box 320, Conway, South Carolina 29528(Address of principal executive offices)        (Zip Code)
(Registrant's telephone number, including area code):(803) 248-5721
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
Yes X.  No .
     Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act).
Yes .  No X.
The number of shares outstanding of the issuer's $10.00 par value common stock as of September 30, 2002 was 716,794.

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CNB Corporation

|PART I.    FINANCIAL INFORMATION
Item 1.    Financial Statements:
           Consolidated Balance Sheets as of September 30, 2002,
           December 31, 2001 and September 30, 2001
           Consolidated Statements of Income for the Three Months
           and Nine Months Ended September 30, 2002 and 2001
           Consolidated Statements of Comprehensive Income
           for the Three Months and Nine Months Ended
           September 30, 2002 and 2001 
           Consolidated Statements of Changes in Stockholders'
           Equity for the Nine Months Ended September 30, 2002
           and 2001
           Consolidated Statements of Cash Flows for the Nine Months
           Ended September 30, 2002 and 2001
           Notes to Consolidated Financial Statements
Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations
Item 3.    Qualitative and Quantitative Disclosures About Market Risk
Item 4.    Controls and Procedures
PART II.   OTHER INFORMATION
Item 5.    Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATIONS | Page
1
2
3
4
5
6-13
14-23
24
24
25
25
25
26-27
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------



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CNB Corporation and Subsidiary
Consolidated Balance Sheets
(All Dollar Amounts, Except Per Share Data, in Thousands)
(Unaudited)

|ASSETS:
    Cash and due from banks
    Investment Securities
      (Fair values of $14,775 at
       September 30, 2002, $21,312 at 
       December 31, 2001, and $22,795
       at September 30, 2001)
    Securities Available for Sale
      (Amortized cost of $173,770 at
       September 30, 2002, $137,615 at
       December 31, 2001, and $125,415
       at September 30, 2001)
    Federal Funds sold and securities
       purchased under agreement
       to resell
    Loans:
       Total loans
       Less reserve for possible
          loan losses
         Net loans
    Bank premises and equipment
    Other assets
Total assets
LIABILITIES AND STOCKHOLDERS' EQUITY:
    Deposits:
       Non-interest bearing
       Interest-bearing
          Total deposits
    Federal funds purchased and
       securities sold under agreement
       to repurchase
    Other short-term borrowings
    Other liabilities
 Total liabilities
   Stockholders' equity:
       Common stock, par value $10 per
       share:  Authorized 1,500,000 in
       2002 and 2001; issued 718,246 in        2002 and 2001
       Surplus
       Undivided Profits
       Net Unrealized Holding
        Gains (Losses) on
        Available-For-Sale Securities
         Less:  Treasury stock
            Total stockholders' equity
           Total liabilities
             and stockholders' equity | Sept. 30,
  2002  
$ 22,824 
 14,069 
179,904 
17,900 
314,031 
 (4,109)309,922 
 12,022   9,148 
565,78997,486 
 369,968 467,454
24,007 
7,052 
 4,655 503,168
7,182 
34,780 
16,712
 
4,101(154) 62,621 565,789 | December 31,
  2001  
$ 27,895 
 20,705 
140,007 
3,950 
296,607 
 (3,763)292,844 
 11,285   9,039 
505,72588,995 
 321,648 410,643
32,821 
2,138 
 6,127 451,729
7,182 
34,774 
10,826 
1,435(221) 53,996 505,725 | Sept. 30,
  2001  
$ 18,579 
 21,972 
129,520 
34,000 
292,194 
 (3,773)288,421 
 11,262   9,301 
513,05582,195 
 327,577 409,772
36,702 
6,260 
 4,536 457,270
7,182 
34,746 
11,766 
2,464(373) 55,785 513,055
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1

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CNB Corporation and Subsidiary
Consolidated Statement of Income
(All Dollar Amounts, Except Per Share Data, in Thousands)
(Unaudited)

|Interest Income:
  Interest and fees on loans
  Interest on investment securities:
    Taxable investment securities
    Tax-exempt investment securities
  Interest on federal funds sold and securities
    purchased under agreement to resell
      Total interest income
Interest Expense:
  Interest on deposits
  Interest on federal funds purchased and securities
    sold under agreement to repurchase
  Interest on other short-term borrowings
      Total interest expense
  Net interest income
  Provision for possible loan losses
  Net interest income after provision for possible
    loan losses
  Other income:
    Service charges on deposit accounts
    Gains/(Losses) on available-for-sale securities
    Other operating income
        Total other income
  Other expenses:
    Salaries and employee benefits
    Occupancy expense
    Other operating expenses
        Total operating expenses
  Income before income taxes
    Income tax provision
  Net income
    Per share data:
    Net income per weighted average shares
     outstanding
    Cash dividend paid per share
    Book value per actual number of shares
     outstanding
    Weighted average number of shares outstanding
    Actual number of shares outstanding | Three Months Ended Sept. 30,                                                                                                                                                                  | Nine Months Ended 
Sept. 30,                                                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2002 
$  5,623
2,006
283124
   8,0362,147
12432
   2,303
   5,733270
   5,463818
0638
   1,456   2,394
     5101,010
   3,914
   3,005976
   2,029
$   2.83
$      0
$  87.36
 716,746
 716,794                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 2001 
$  6,104
1,759
225335
   8,4233,144
26843
   3,455
   4,968210
   4,758788
0634
   1,422   2,145
     443898
   3,486
   2,694800
   1,894
$   2.65
$      0
$  78.08
 714,626
 714,448 | 2002  
$  16,774
5,621
854307
  23,5566,465
40297
   6,964
  16,592760
  15,8322,388
1831,537
   4,108   7,114
   1,4792,758
  11,351
   8,5892,703
   5,886
$   8.21
$      0
$  87.36
 716,746
 716,794



2

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CNB Corporation and Subsidiary
Consolidated Statement of Comprehensive Income
(All Dollar Amounts, Except Per Share Data, in Thousands)
(Unaudited)

|Net Income                                                                                                                                          | Three Months     
Ended        
Sept. 30, | Nine Months     
Ended       
Sept. 30,
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------
|2002                                                                                                                                                | 2001                                      | 2002                                   
|$2,029                                                                                                                                              | $1,894                                    | $5,886                                 
|Other comprehensive income, net of tax
    Unrealized gains/(losses)
      on securities:
    Unrealized holding gains/(losses)
      during period | 1,464                                     | 1,633                                  
|Net Comprehensive Income                                                                                                                            | $3,493                                    | $3,527                                 

3

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CNB Corporation and Subsidiary
Consolidated Statement of Changes in Stockholders' Equity
(All Dollar Amounts in Thousands)
(Unaudited)

|Common Stock:
($10 par value; 1,500,000 shares authorized)
Balance, January 1
Issuance of Common Stock
Balance at end of period                                                                                                       | Nine Months Ended
Sept. 30,             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------
|2002                                                                                                                                                                                                                                  | 2001                                    
|7,182 None 
  7,182                                                                                                                                                                                                                   | 7,182 None 
  7,182                     
|Surplus:
Balance, January 1
Issuance of Common Stock
Gain on sale of Treasury stock
Balance at end of period                                                                                                                          | 34,774 
None 6 
 34,780                 
|Undivided profits:
Balance, January 1
Net Income
Cash dividends declared
Balance at end of period                                                                                                                                     | 10,826 
5,886 None 
 16,712             
|Net unrealized holding gains/(losses) on
Available-for-sale securities:
Balance, January 1
Change in net unrealized gains/(losses)
Balance at end of period                                                                           | 1,435 2,666 
  4,101                    
|Treasury stock:
Balance, January 1
(2,134 shares in 2002; 3,256 shares in 2001)
Purchase of treasury stock
Reissue of treasury stock
Balance at end of period
(1,452 shares in 2002; 3,798 shares in 2001)
Total stockholders' equity | (221)
(68)135 
   (154)
        
 62,621

Note:  Columns may not add due to rounding.



4

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CNB CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

|OPERATING ACTIVITIES
  Net Income
  Adjustments to reconcile net income to
    net cash provided by operating activities
    Depreciation
    Provision for loan losses
    Provision for deferred income taxes
    Loss (gain) on sale of investment
     securities
    (Increase) decrease in accrued interest
     receivable
    (Increase) decrease in other assets
    (Decrease) increase in other liabilities | For the nine-month period ended
          Sept. 30,     2002           2001
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|$  5,886 
479 
760 
(1,503)
183 
85 
(194)755                                                                                                                                                                                                                                                                                                                                                                          | $  4,869 
450 
530 
1,348 
169 
400 
(1,769)(2,160)                        
|Net cash provided by operating
          activities                                                                                                                                                                                                                                                                                                                                                                    | 6,451                                                                      
|INVESTING ACTIVITIES
  Proceeds from sale of investment securities
   available for sale
  Proceeds from maturities of investment
   securities held to maturity
  Proceeds from maturities of investment
   securities available for sale
  Purchase of investment securities
   available for sale
  (Increase) decrease in federal funds sold
  (Increase) decrease in loans
  Premises and equipment expenditures  | 6,017 
6,636 
25,131 
(67,120)
(13,950)
(17,424)(1,216)                    
|Net cash provided by (used for)
          investing activities                                                                                                                                                                                                                                                                                                                                                         | (61,926)                                                                   
|FINANCING ACTIVITIES
  Dividends paid
  Increase (decrease) in deposits
  (Decrease) increase in securities sold
    under repurchase agreement
  (Decrease) increase in other
    short-term borrowings                                                                                                                                                                                                               | (2,507)
56,811 
(8,814)4,914                                               
|Net cash provided by (used for)
          financing activities
        Net increase (decrease) in cash
          and due from banks
CASH AND DUE FROM BANKS, BEGINNING OF YEAR
CASH AND DUE FROM BANKS, SEPT. 30, 2002 AND 2001
CASH PAID (RECEIVED) FOR:
  Interest
  Income taxes                                                                                                                                    | 50,404
(5,071)27,895 
$ 22,824 
$  7,800 
$  2,697                         

5

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CNB CORPORATION AND SUBSIDIARY (The "Corporation")
CNB CORPORATION (The "Parent")
THE CONWAY NATIONAL BANK (The "Bank")
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All Dollar Amounts in Thousands)NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net income per share - Net income per share is computed on the basis of the
weighted average number of common shares outstanding, 716,746 for the nine-month period ended September 30, 2002 and 714,626 for the nine-month period ended September 30, 2001.NOTE 2 - RESTRICTIONS ON CASH AND DUE FROM BANKSThe Bank is required to maintain average reserve balances either at the Bank or on deposit with the Federal Reserve Bank.  The average amount of these reserve balances for the nine-month period ended September 30, 2002 and for the
year ended December 31, 2001 were approximately $10,821, and $9,103, respectively.

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NOTE 3 - INVESTMENT SECURITIESInvestment securities with a par value of approximately $87,000 at September 30, 2002 and $76,640 at December 31, 2001 were pledged to secure public deposits and for other purposes required by law.
The following summaries reflect the book value, unrealized gains and losses, approximate market value, and tax-equivalent yields of investment securities at September 30, 2002 and at December 31, 2001.

|AVAILABLE FOR SALE
  United States Treasury                                                                                | September 30, 2002 Book  Unrealized Holding Fair          
 Value   Gains   Losses   Value Yield(1)
|-------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------
|$      0                                                                                                                   | $    -                                                                                             
|Federal agencies
   Within one year
   One to five years
   Six to ten years                                               | 11,452
135,09510,000
 156,547                                                                      
|State, county and 
  municipal
   One to five years
   Six to ten years
   
  Other Securities 
  Total available for sale | 8,1998,728
  16,927
     296
$173,770                                                              
|HELD TO MATURITY
  United States Treasury                                                                                  | $      0                                                                                           
|Federal agencies
   Within one year
   One to Five years                                                                   | 2,0022,002
   4,004                                                                                
|State, county and
  municipal
   Within one year
   One to five years
   Six to ten years
   
   Total held to maturity    | 2,755
  5,4651,845
  10,065
$ 14,069                                                               

(1) Tax equivalent adjustment based on a 34% tax rate.
As of the quarter ended September 30, 2002, the Bank did not hold any securities of an issuer that exceeded 10% of stockholders' equity. The net unrealized holding gains/(losses) on available-for-sale securities component of capital is $4,101 as of September 30, 2002.

7

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NOTE 3 - INVESTMENT SECURITIES (Continued)

|AVAILABLE FOR SALE
  United States Treasury
   Within one year                                                                                                     | December 31, 2001 Book  Unrealized Holding Fair          
 Value   Gains   Losses   Value  Yield(1)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------
|_______$     0                                                                                                                                                     | ______$    -                                                                                       
|Federal agencies
   Within one year
   One to five years
   Six to ten years                                                                                       | 9,927
96,65214,612
121,191                                                                         
|State, county and 
  municipal
   One to five years
   Six to ten years
   After ten years
  Other -
   CRA Qualified Investment
    Fund
Total available for sale | 3,652
11,640854
 16,146
    278
$137,615                                                           
|HELD TO MATURITY
  United States Treasury                                                                                                                          | $     0                                                                                            
|Federal agencies
   Within one year
   One to Five years                                                                                                           | 3,013
 7,011
 10,024                                                                               
|State, county and
  municipal
   Within one year
   One to five years
   Six to ten years
      
   Total held to maturity                                         | 1,570
5,9313,180
 10,681
$20,705                                                                   

(1) Tax equivalent adjustment based on a 34% tax rate
As of the quarter ended  December 31, 2001, the Bank  did not hold any securities of an issuer that exceeded 10% of stockholders' equity. The net unrealized  holding gains/(losses) on available-for-sale securities component of capital is $1,435 as of December 31, 2001.

8

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES     The following is a summary of loans at September 30, 2002 and December 31, 2001 by major classification:

|Real estate loans - mortage
                  - construction
Commercial and industrial loans
Loans to individuals for household,
  family and other consumer expenditures
Agriculture
All other loans, including overdrafts
     Gross loans
       Less reserve for loan losses
         Net loans | Sept. 30,   December 31,2002     2001                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|$205,519 
26,606 
47,017 
31,671 
1,615 1,603 
 314,031 
  (4,109)
 309,922                                                                                                                                                                                                                         | $187,808 
28,324 
44,351 
32,008 
1,316 2,800 
 296,607 
  (3,763)
 292,844

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NOTE 4 - LOANS AND ALLOWANCE FOR LOAN LOSSES, continued     Changes in the allowance for loan losses for the quarter ended and nine-month period ended September 30, 2002 and 2001 and the year ended December 31, 2001 are summarized as follows:

|Balance, beginning of period
Charge-offs:
   Commercial, financial, and agricultural
   Real Estate - construction and mortgage
   Loans to individuals
       Total charge-offs
Recoveries:
   Commercial, financial, and agricultural
   Real Estate - construction and mortgage
   Loans to individuals
       Total recoveries
Net charge-offs/(recoveries)
Additions charge to operations
Balance, end of period | Quarter Ended    Nine Months Ended   December   
Sept. 30,           Sept. 30,         31,     
 2002  2001   2002  2001   2001
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|$ 3,984
163
3645
$   244$    54
1629
$    99
$   145
$   270
$ 4,109                                                                                                                                                                                                                                                                                                                                                  | $ 3,76298
67101
$   266
$    38
029
$    67
$   199
$   210
$ 3,773                                                            
|Ratio of net charge-offs during the period
 to average loans outstanding during the
 period                                                                                                                                                                                                                                                                                                                           | .05%                                                                                                                           

The entire balance is available to absorb future loan losses.
At September 30, 2002 and December 31, 2001 loans on which no interest was being accrued totalled approximately $547 and $633, respectively and foreclosed real estate totalled $87 and $64, respectively; and loans 90 days past due and still accruing totalled $92 and $138, respectively.



As of September 30, 2002, the Company does not have any interest-bearing assets that would be required to be disclosed under Item III.C.1. or 2. if such assets were loans.

10

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NOTE 5 - PREMISES AND EQUIPMENT     Property at September 30, 2002 and December 31, 2001 is summarized as follows:

|Land and buildings
Furniture, fixtures and equipment
Construction in progress
Less accumulated depreciation and
   amortization | Sept. 30   2002  
$ 14,110  
6,343  1,041  $ 21,494  9,472  $ 12,022 | December 31,2001  
$ 14,097  
6,175  5  $ 20,277  8,992  $ 11,285
|------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | -----------------------------------------------------------------

Depreciation and amortization of bank premises and equipment charged to operating expense was $160 and $479 for the quarter ended and the nine-month period ended September 30, 2002, respectively and $650 for the year ended December 31, 2001.NOTE 6 - CERTIFICATES OF DEPOSIT IN EXCESS OF $100,000
     At September 30, 2002 and December 31, 2001, certificates of deposit of $100,000 or more included in time deposits totaled approximately $83,179 and $68,608 respectively.  Interest expense on these deposits was approximately $628 and $1,898 for the quarter ended and the nine-month period ended September 30, 2002, respectively, and $4,627 for the year ended December 31, 2001.NOTE 7 - SECURITIES SOLD UNDER REPURCHASE AGREEMENTS     At September 30, 2002 and December 31, 2001, securities sold under repurchase agreements totaled $24,007 and $32,821. U.S. Government securities with a book value of $30,474 ($32,211 market value) and $37,599 ($38,631 market value), respectively, are used as collateral for the agreements.  The weighted-average interest rate of these agreements was 1.67 percent and 1.91 percent at September 30, 2002 and December 31, 2001.NOTE 8 - LINES OF CREDIT     At September 30, 2002, the Bank had unused short-term lines of credit to purchase Federal Funds from unrelated banks totaling $23,000.  These lines of credit are available on a one to seven day basis for general corporate purposes of the Bank.  All of the lenders have reserved the right to withdraw these lines at their option.
     The Bank has a demand note through the U.S. Treasury, Tax and Loan system with the Federal Reserve Bank of Richmond.  The Bank may borrow up to $7,000 under the arrangement at a variable interest rate.  The note is secured by U.S. Treasury and Agency Notes with a market value of $6,420 at September 30, 2002.  The amount outstanding under the note totaled $5,650 and $653 at September 30, 2002 and December 31, 2001, respectively.
     The Bank also has a line of credit from the Federal Home Loan Bank of Atlanta for $84,712 secured by a lien on the Bank's 1-4 family mortgages.  Allowable terms range from overnight to twenty years at varying rates set daily by the FHLB.  The amount outstanding under the agreement totalled $1,403 and $1,485 at September 30, 2002 and December 31, 2001, respectively.NOTE 9 - INCOME TAXES     Income tax expense for the quarter ended September 30, 2002 and September 30, 2001 on pretax income of $3,005 and $2,694 totalled $976 and $800 respectively.  Income tax expense for the nine-month period ended September 30, 2002 and September 30, 2001 on pretax income of $8,589 and $6,998 totalled $2,703 and $2,129 respectively.  The provision for federal income taxes is calculated by applying the 34% statutory federal income tax rate and increasing or reducing this amount due to any tax-exempt interest, state bank tax (net of federal benefit), business credits, surtax exemption, tax preferences, alternative minimum tax calculations, or other factor.  A summary of income tax components and a reconciliation of income taxes to the federal statutory rate are included in fiscal year-end reports.

11

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NOTE 9 - INCOME TAXES (Continued)     The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes".NOTE 10 - COMMITMENTS AND CONTINGENT LIABILITIES     From time to time the bank subsidiary is a party to various litigation, both as plaintiff and as defendant, arising from its normal operations.  No material losses are anticipated in connection with any of these matters at September 30, 2002.
     Also, in the normal course of business, the bank subsidiary has outstanding commitments to extend credit and other contingent liabilities, which are not reflected in the accompanying financial statements.  At September 30, 2002, commitments to extend credit totalled $33,868; financial standby letters of credit totalled $631; and performance standby letters of credit totalled $237.  In the opinion of management, no material losses or liabilities are expected as a result of these transactions.
     Additionally, the bank subsidiary has an outstanding commitment for the construction of a new main banking office in Conway, S.C. in the amount of $5,093.NOTE 11 - EMPLOYEE BENEFIT PLAN     The Bank has a defined contribution pension plan covering all employees who have attained age twenty-one and have a minimum of one year of service. Upon ongoing approval of the Board of Directors, the Bank matches one hundred percent of employee contributions up to three percent of employee salary deferred and fifty percent of employee contributions in excess of three percent and up to five percent of salary deferred.  The Board of Directors may also make discretionary contributions to the Plan.  For the three-month and nine-month periods ended September 30, 2002 and
year ended December 31, 2001, $127, $379, and $426, respectively, was charged to operations under the plan.NOTE 12 - REGULATORY MATTERS     The Bank is subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the financial statements.  The regulations require the Bank to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.  The capital classification is also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
     Quantitative measures established by regulation to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Tier I capital to adjusted total assets (Leverage Capital ratio) and minimum ratios of Tier I and total capital to risk-weighted assets.  To be considered adequately capitalized under the regulatory framework for prompt corrective action, the Bank must maintain minimum Tier I leverage, Tier I risk-based and total risked-based ratios as set forth in the table.  The Bank's actual capital ratios are presented in the table below as of September 30, 2002:

|Total Capital (to
 risk weighted assets)
Tier I Capital (to
 risk weighted assets)
Tier I Capital (to
 avg.assets | To be      
well capitalized
For           under prompt 
Capital adequacy corrective action   Purposes   provisionsActual   Minimum  MinimumAmount Ratio   Amount   Ratio  Amount   Ratio
|----------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|$58,822
54,713
54,713                                                                                             | 17.44%
16.22 
10.12                                                                                                                                                                      

12

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NOTE 13 - CONDENSED FINANCIAL INFORMATION     Following is condensed financial information of CNB Corporation (parent company only):

|CONDENSED BALANCED SHEET
SEPTEMBER 30, 2002
(Unaudited)                                     
|--------------------------------------------------------------------------------------------
|ASSETS
   Cash
   Investment in subsidiary
   Fixed assets
   Other assets                  
|LIABILITIES AND STOCKHOLDERS' EQUITY
   Other liability
   Stockholders' equity             
|CONDENSED STATEMENT OF INCOME
For the nine-month period ended September 30, 2002
(Unaudited)
|EQUITY IN NET INCOME OF SUBSIDIARY
OTHER INCOME
OTHER EXPENSES
   Net Income                

DISCUSSION OF FORWARD-LOOKING STATEMENTS
Information in the enclosed report, other than historical information, may contain forward-looking statements that involve risks and uncertainties, including, but not limited to, timing of certain business initiatives of the Company, the Company's interest rate risk condition, and future regulatory actions of the Comptroller of the Currency and Federal Reserve System.  It is important to note that the Company's actual results may differ materially and adversely from those discussed in forward-looking statements.

13

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement's Discussion and  Analysis is provided to afford  a  clearer understanding of the major elements of the corporation's results of operations, financial condition, liquidity, and capital resources. The following discussion should be read in conjunction with the corporation's financial statements and notes thereto and other detailed information appearing elsewhere in this report.  In addition, the results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. The accompanying consolidated financial statements include all accounts of the Company and the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements at September 30, 2002 and for the nine-month periods ending September 30, 2002 and 2001 have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q for the Securities and Exchange Commission.  Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.DISTRIBUTION OF ASSETS AND LIABILITIESThe Company maintains a conservative approach in determining the distribution of assets and liabilities.  Loans, net of unearned income, have increased 7.5% from
$292,194 at September 30, 2001 to $314,031 at September 30, 2002 and have decreased as a percentage of total assets from 57.0% to 55.5% over the same period as loan demand has been moderate in our market. Securities and federal funds sold have increased as a percentage of total assets from 36.1% at September 30, 2001 to 37.5% at September 30, 2002 as lending has slowed.  This level of investments and federal funds sold provides for a more than adequate supply of secondary liquidity.  Management has sought to build the deposit base with stable, relatively non-interest-sensitive deposits by offering the small to medium deposit account holders a wide array of deposit instruments at competitive rates. Non-interest-bearing demand deposits increased as a percentage of total assets from 16.0% at September 30, 2001 to 17.2% at September 30, 2002.  As more customers, both business and personal, are attracted to interest-bearing deposit accounts, we expect the percentage of demand deposits to decline over the long-term. Interest-bearing deposits have increased from 63.8% of total assets at September 30, 2001 to 65.4% at September 30, 2002 while securities sold under agreement to repurchase have decreased from 7.2% to 4.2% over the same period.
The following table sets forth the percentage relationship to total assets of significant components of the corporation's balance sheet as of September 30, 2002 and 2001:

|Assets:
   Earning assets:
   Loans
   Investment securities
   Securities Available for Sale
   Federal funds sold and securities purchased
     under agreement to resell
      Total earning assets
   Other assets
      Total assets                                                                                                                                                               | Sept. 30,   2002  2001                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------
|55.5%
2.5 
31.8 3.2 
 93.0 
  7.0 
100.0%                                                                                                                                                                                                                                                                                                                                                               | 57.0%
4.3 
25.2 6.6 
 93.1 
  6.9 
100.0%  
|Liabilities and stockholder's equity:
  Interest-bearing liabilities:
    Interest-bearing deposits
    Federal funds purchased and securities sold
      under agreement to resell
    Other short-term borrowings
        Total interest-bearing liabilities
          Noninterest-bearing deposits
    Other liabilities
    Stockholders' equity
        Total liabilities and stockholders' equity | 65.4%
4.2 1.3 
 70.9 17.2 
..8 11.1 
100.0%

14

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RESULTS OF OPERATIONCNB Corporation experienced earnings for the three-month period ended September 30, 2002 and 2001 of $2,029 and $1,894, respectively, resulting in a return on average assets of 1.44% and 1.48% and a return on average stockholders' equity of 13.34% and 14.18%.
CNB Corporation experienced earnings for the nine-month period ended September 30, 2002 and  2001 of $5,886 and $4,869, respectively, resulting in a return on average assets of 1.45% and 1.30% and a return on average stockholders' equity of 13.63% and 12.65%.
The earnings were primarily attributable to net interest margins in each period (see Net Income-Net Interest Income).  Other factors include management's ongoing effort to maintain other income at adequate levels (see Net Income - Other Income) and to control other expenses (see Net Income - Other Expenses).  This level of earnings, coupled with a conservative dividend policy, have supplied the necessary capital funds to support the growth in total assets. Total assets have increased  $52,734 or 10.3% from $513,055 at September 30, 2001 to $565,789 at September 30, 2002. The following table sets forth the financial highlights for the three-month and nine-month periods ending September 30, 2002 and September 30, 2001:

|CNB Corporation
CNB Corporation and Subsidiary
FINANCIAL HIGHLIGHTS
(All Dollar Amounts, Except Per Share Data, in Thousands)                                                                                                                                                                                                                                                                                   
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Net interest income after provision
     for loan losses
Income before income taxes
Net Income
Per Share
Cash dividends declared
   Per Share
Total assets
Total deposits
Total Loans
Investment securities and
    securities available for sale
Stockholders' equity
    Book value per share
Ratios (1):
Annualized return on average total
     assets
Annualized return on average
     stockholders'equity
|5,463 
3,005 
2,029 
2.83 
0 
0 
565,789 
467,454 
314,031 
193,973 
62,621 
87.36 
1.44%
13.34%                                                                                                                                                                                                                                                                                                                

(1) For the three-month period ended September 30, 2002 and September 30, 2001, average total assets amounted to $564,936 and $511,450 with average stockholders' equity totaling $60,848 and $53,419, respectively. For the nine-month period ended September 30, 2002 and September 30, 2001, average total assets amounted to $541,906 and $501,138 with average stockholders' equity totaling $57,564 and $51,339 respectively.

15

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NET INCOMENet Interest Income - Earnings are dependent to a large degree on net interest income, defined as the difference between gross interest and fees earned on earning assets, primarily loans and securities, and interest paid on deposits and borrowed funds.  Net interest income is effected by the interest rates earned or paid and by volume changes in loans, securities, deposits, and borrowed funds.
Interest rates paid on deposits and borrowed funds and earned on loans and investments have generally followed the fluctuations in market interest rates in 2002 and 2001.  However, fluctuations in market interest rates do not necessarily have a significant impact on net interest income, depending on the bank's rate sensitivity position.  A rate sensitive asset (RSA) is any loan or investment that can be repriced either up or down in interest rate within a certain time interval.  A rate sensitive liability (RSL) is an interest paying deposit or other liability that can be repriced either up or down in interest rate within a certain time interval.  When a proper balance between RSA and RSL exists, market interest rate fluctuations should not have a significant impact on earnings. The larger the imbalance, the greater the interest rate risk assumed by the bank and the greater the positive or negative impact of interest rate fluctuations on earnings.  The bank seeks to manage its assets and liabilities in a manner that will limit interest rate risk and thus stabilize long-run earning power.  Management believes that a rise or fall in interest rates will not materially effect earnings.
The Bank has maintained net interest margins for the three-month and nine-month periods ended September 30, 2002, of 4.5% and 4.5%, respectively, and 4.2% and 4.1% for the same periods in 2001, as compared to management's long-term target of 4.5%.  Net interest margins fell in 2001 due to an unusually rapid decline in market interest rates lowering returns available on loans and investments while interest costs on liabilities did not decline as quickly due to competitive pressure.  Margins have widened in 2002 as liabilities have been re-priced, but falling rates may again negatively impact margins in late 2002 and fiscal 2003.
Fully-tax-equivalent net interest income showed a 15.6% increase from $5,084 for the three-month period ended September 30, 2001 to $5,879 for the three-month period ended September 30, 2002. During the same period, total fully-tax-equivalent interest income decreased by 4.2% from $8,539 to $8,182 and total interest expense decreased by 33.3% from $3,455 to $2,303. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown an increase of .22% from 4.24% for the three-month period ended September 30, 2001 to 4.46% for the three-month period ended September 30, 2002.
Fully-tax-equivalent net interest income showed an 18.4% increase from $14,389 for the nine-month period ended September 30, 2001 to $17,032 for the nine-month period ended September 30, 2002. During the same period, total fully-tax-equivalent interest income decreased by 8.9% from $26,328 to $23,996 and total interest expense decreased by 41.7% from $11,939 to $6,964. Fully-tax-equivalent net interest income as a percentage of total earning assets has shown an increase of .39% from 4.10% for the nine-month period ended September 30, 2001 to 4.49% for the nine-month period ended September 30, 2002.
The tables on the following four pages present selected financial data and an analysis of net interest income.

16

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|CNB Corporation and Subsidiary
Selected Financial Data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Assets:
  Earning assets:
   Loans, net of unearned
    income    
   Securities:
    Taxable
    Tax-exempt
   Federal funds sold and
    securities purchased
    under agreement to resell
      Total earning assets
    Other assets
      Total assets
Liabilities and stockholder
equity
   Interest-bearing
    liabilities:
   Interest-bearing deposits
   Federal funds purchased
    and securities sold
    under agreement to
    repurchase
   Other short-term
    borrowings
      Total interest-bearing
       liabilities
   Noninterest-bearing     deposits
   Other liabilities
   Stockholders' equity
      Total liabilities
       and stockholders'
       equity
   Net interest income as a
    percent of total earning
    assets
(1)  Tax-equivalent
     adjustment based on a
     34% tax rate
|$310,670
161,649
27,00328,018  527,340
  37,596
$564,936
$371,533
27,3363,867
$402,736  96,670
4,68260,848
$564,936
$527,340                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Ratios:
Annualized return on average total assets
Annualized return on average stockholders'
equity
Cash dividends declared as a percent of net
income
Average stockholders' equity as a percent of:
  Average total assets
  Average total deposits
  Average loans
Average earning assets as a percent of
average total assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

17

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|CNB Corporation and Subsidiary
Selected Financial Data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Assets:
  Earning assets:
   Loans, net of unearned
    income
   Securities:
    Taxable
    Tax-exempt
   Federal funds sold and
    securities purchased
    under agreement to
    resell
      Total earning assets
    Other assets
      Total assets
Liabilities and stockholder
equity
   Interest-bearing
    liabilities:
   Interest-bearing deposits
   Federal funds purchased
    and securities sold
    under agreement to
    repurchase
   Other short-term
    borrowings
      Total interest-
       bearing liabilities
   Noninterest-bearing
    deposits
   Other liabilities
   Stockholders' equity
      Total liabilities
       and stockholders'
       equity
   Net interest income as a
    percent of total earning
    assets
(1)  Tax-equivalent
     adjustment based on a
     34% tax rate
|$306,032
147,079
26,87125,784
 505,766
  36,140
$541,906
$358,091
29,0603,403
$390,554  89,822
3,96657,564
$541,906
$505,766                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Ratios:
Annualized return on average total assets
Annualized return on average stockholders'
equity
Cash dividends declared as a percent of net
income
Average stockholders' equity as a percent of:
  Average total assets
  Average total deposits
  Average loans, net of unearned income
Average earning assets as a percent of
average total assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

18

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CNB Corporation and Subsidiary
Rate/Volume Variance Analysis
For the Three Months Ended September 30, 2002 and 2001
(Dollars in Thousands)

|Earning Assets:
Loans, Net of unearned
 Income (2)
Investment securities:
 Taxable
 Tax-exempt
Federal funds sold and
 Securities purchased under
 agreement to resell
Total Earning Assets
Interest-bearing
 Liabilities:
Interest-bearing deposits
Federal funds purchased and
 securities sold under
 agreement to repurchase
Other short-term borrowings
Total Interest-bearing
 Liabilities
Interest-free Funds
 Supporting Earning Assets
Total Funds Supporting
Earning Assets
Interest Rate Spread
Impact of Non-interest-
 bearing Funds on Net Yield
 on Earning Assets
Net Yield on Earning Assets | Average
Volume2002 
310,670
161,649
27,00328,018
527,340371,533
27,3363,867
402,736
124,604527,340 | Average
Volume2001 
292,331
130,543
19,69337,501
480,068330,679
33,5703,478
367,727
112,341480,068 | Yield/Rate2002 (1) 
7.24%
4.96%
6.35%1.77%
6.21%2.31%
1.81%3.31%
2.29%
     
1.75%3.92%.54%
4.46% | Yield/Rate2001 (1) 
8.35%
5.39%
6.93%3.57%
7.11%3.80%
3.19%4.95%
3.76%
     
2.87%3.35%.89%
4.24% | Interest  
Earned/Paid 2002 (1)  
5,623
2,006
429124
8,182
2,147
12432
2,303
     
2,303
     
5,879 | Interest  
Earned/Paid2001 (1)  
6,104
1,759
341335
8,539
3,144
26843
3,455
     
3,455
     
5,084 | Variance
(481)
247 
88 (211)
  (357)
(997)
(144)(11)
(1,152)
       
(1,152) | Change
Due toRate 
(811)
(140)
(29)(169)
(1,149)
(1,232)
(116)(14)
(1,362)
       
(1,362) | Change
Due toVolume
383 
419 
127 (85)
 844
388 
(50)5 
 343 
     
 343 | Change
Due to
Rate XVolume
(53)
(32)
(10)43 
 (52)
(153)
22 (2)
 (133)
     
(133)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------ | ----------------------------------------------------------------------------------

(1)  Tax-equivalent adjustment based on a 34% tax rate.
(2)  Includes non-accruing loans which does not have a material effect on the Net
     Yield on Earning Assets.

19

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CNB Corporation and Subsidiary
Rate/Volume Variance Analysis
For the Nine Months Ended September 30, 2002 and 2001
(Dollars in Thousands)

|Earning Assets:
Loans, Net of unearned
 Income (2)
Investment securities:
 Taxable
 Tax-exempt
Federal funds sold and
 Securities purchased under
 agreement to resell
Total Earning Assets
Interest-bearing
 Liabilities:
Interest-bearing deposits
Federal funds purchased and
 securities sold under
 agreement to repurchase
Other short-term borrowings
Total Interest-bearing
 Liabilities
Interest-free Funds
 Supporting Earning Assets
Total Funds Supporting
Earning Assets
Interest Rate Spread
Impact of Non-interest-
 bearing Funds on Net Yield
 on Earning Assets
Net Yield on Earning Assets | Average
Volume2002 
306,032
147,079
26,87125,784505,766358,091
29,0603,403
390,554
115,212505,766 | Average
Volume2001 
295,093
118,299
19,70934,447467,548333,271
29,7203,242
366,233
101,315467,548 | Yield/Rate2002 (1) 
7.31%
5.10%
6.42%1.59%6.33%2.41%
1.84%3.80%
2.38%
     
1.84%3.95%.54%
4.49% | Yield/Rate2001 (1) 
8.66%
5.66%
6.99%4.31%7.51%4.37%
3.93%5.59%
4.35%
     
3.41%3.16%.94%
4.10% | Interest  
Earned/Paid 2002 (1)  
16,774
5,621
1,29430723,996
6,465
40297
 6,964
      
 6,964
      
17,032 | Interest  
Earned/Paid2001 (1)  
19,160
5,022
1,0331,11326,328
10,928
875136
11,939
      
11,939
      
14,389 | Variance
(2,386)
599 
261 (806)(2,332)
(4,463)
(473)(39)
(4,975)
       
(4,975) | Change
Due toRate 
(2,987)
(497)
(84)(703)(4,271)
(4,899)
(466)(44)
(5,409)
       
(5,409) | Change
Due toVolume
710 
1,222 
375 (280)2,027
813 
(19)7 
   801 
       
   801 | Change
Due to
Rate XVolume
(109)
(126)
(30)177(88)
(377)
12 (2)
(367)
     
(367)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------

(1)  Tax-equivalent adjustment based on a 34% tax rate.
(2)  Includes non-accruing loans which does not have a material effect on the Net
     Yield on Earning Assets.

20

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NET INCOME (continued)

21

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NET INCOME (continued)The increase in the three-month and nine-month period ended September 30, 2002 salaries and employee benefits was due to normal pay increments, the increased costs of providing employee benefits, particularly health insurance coverage, and an increase of full-time-equivalent employees from 207 at September 30, 2001 to 225 at September 30, 2002.  Looking ahead, occupancy expense will grow in the fourth quarter of 2002 due to the addition of the North Myrtle Beach Office, and in 2003 due to the construction of a new $5.3 million dollar Main Banking Office.
Income Taxes - Provisions for income taxes increased 22.0% from $800 for the three-month period ended September 30, 2001 to $976 for the three-month period ended September 30, 2002.  Income before income taxes less interest on tax-exempt investment securities increased by
10.2% from $2,469 for the three-month period ended September 30, 2001 to $2,722 for the same period in 2002.  State tax liability increased as income before income taxes increased 11.5% from $2,694 to $3,005 during the same period.
Provisions for income taxes increased 27.0% from $2,129 for the nine-month period ended September 30, 2001 to $2,703 for the nine-month period ended September 30, 2002. Income before income taxes less interest on tax-exempt investment securities increased by 22.5% from $6,316 for the nine-month period ended September 30, 2001 to $7,735 for the same period in 2002 and state tax liability increased as income before income taxes increased 22.7% from $6,998 to $8,589 during the same period. LIQUIDITYThe bank's liquidity position is primarily dependent on short-term demands for funds caused by customer credit needs and deposit withdrawals and upon the liquidity of bank assets to meet these needs.  The bank's liquidity sources include cash and due from banks, federal funds sold and short-term investments.  In addition, the bank has established federal funds lines of credit from correspondent banks and has the ability to borrow funds from the Federal Reserve System and the Federal Home Loan Bank of Atlanta. Management feels that short-term and long-term liquidity sources are more than adequate to meet funding needs.CAPITAL RESOURCESTotal stockholders' equity was $62,621 and $53,996 at September 30, 2002 and
December 31, 2001, representing 11.1% and 10.7% of total assets, respectively. At September 30, 2002, the Bank exceeds quantitative measures established by regulation to ensure capital adequacy (see NOTE 12 - REGULATORY MATTERS). Capital is considered sufficient by management to meet current and prospective capital requirements and to support anticipated growth in bank operations.

22

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EFFECTS OF REGULATORY ACTION  Effective March 11, 2000, the Gramm-Leach-Bliley Act of 1999 allows bank holding companies to elect to be treated as financial holding companies which may engage in a broad range of securities, insurance, and other financial activities.  At this time, neither the Company nor the Bank plan to enter these new lines of business.  The management of the Company and the Bank is not aware of any current recommendations by the regulatory authorities which, if they were to be implemented, would have a material effect on liquidity, capital resources, or operations.ACCOUNTING ISSUESAccounting standards that have been issued or proposed by the Financial Accounting Standards Board and do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.RISKS AND UNCERTAINTIESIn the normal course of its business the Company encounters two significant types of risks: economic and regulatory.  There are three main components of economic risk: interest rate risk, credit risk and market risk.  The Company is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different speeds, or on different basis, than its interest-earning assets.  Credit risk is the risk of default on the Company's loan portfolio that results from borrower's inability or unwillingness to make contractually required payments.  Market risk reflects changes in the value of collateral underlying loans receivable and the valuation of real estate held by the Company.
The Company is subject to the regulations of various governmental agencies. These regulations can and do change significantly from period to period. The Company also undergoes periodic examinations by the regulatory agencies, which may subject it to further changes with respect to asset valuations, amounts of required loss allowances and operating restrictions from the regulators' judgments based on information available to them at the time of their examination.

23

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QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISKMarket risk is the risk of loss from adverse changes in market prices and rates.  The Company's market risk arises principally from interest rate risk inherent in its lending, deposit and borrowing activities.  Management actively monitors and manages its interest rate risk exposure.  In addition to other risks which the Company manages in the normal course of business, such as credit quality and liquidity risk, management considers interest rate risk to be a significant market risk that could potentially have a material effect on the Company's financial condition and results of operations (See Net Income - Net Interest Income).  Other types of market risks, such as foreign currency risk and commodity price risk, do not arise in the normal course of the Company's business activities. CONTROLS AND PROCEDURES(a) Based on their evaluation of the Company's disclosure controls and procedures as of October 8, 2002, the Company's chief executive officer  and chief financial officer concluded that the effectiveness of such controls and procedures was adequate.
(b) There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

24

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EXHIBITS AND REPORTS ON FORM 8-K

See Exhibit Index appearing below.
(b)  Reports on Form 8-K - No reports on Form 8-K were filed during the
     quarter covered by this report.

EXHIBIT INDEX

All exhibits, the filing of which are required with this Form, are not applicable.
CNB Corporation
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused  this report  to be signed on its behalf by the undersigned thereunto duly authorized.
                                  CNB Corporation
                                    (Registrant)
                                  Paul R. Dusenbury
                                  _________________________________________
                                  Paul R. Dusenbury
                                  Treasurer
                                 (Chief Financial and Accounting Officer)
Date:  November 14, 2002

25

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CERTIFICATION

I, W. Jennings Duncan, Chief Executive Officer, certify that;
     1.     I have reviewed this annual report on Form 10-Q of CNB Corporation;
     2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition,  results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
     4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a)     designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; 
     b)     evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
     c)     presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
     5)     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
     a)     all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
     b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 
     6.     The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date:    November 14, 2002W.
Jennings
Duncan
                                           W. Jennings Duncan
                                           President and Chief Executive Officer

26

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CERTIFICATION

I, Paul R Dusenbury, Chief Financial Officer, certify that;
     1.     I have reviewed this annual report on Form 10-Q of CNB Corporation;
     2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition,  results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
     4.     The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
     a)     designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
     b)     evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
     c)     presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
     5)     The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
     a)     all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
     b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 
     6.     The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date:  November 14, 2002Paul
R. Dusenbury
                                           Paul R. Dusenbury
                                           Treasurer and Chief Financial Officer

27

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