Exhibit 10.8


January 4, 2007



Dear Friends:

The Boards of Directors of The Conway National Bank and CNB Corporation are most
pleased to report that a final  settlement  agreement  has ended the  litigation
concerning the 2005 change of management.  The settlement was approved on behalf
of the  Bank  and CNB  Corporation  by a  unanimous  vote  of the  disinterested
directors  (those  directors not parties to the litigation) as being in the best
interests of the Bank and CNB Corporation. All directors and former directors of
the Bank and CNB  Corporation  who are parties to the lawsuits also  unanimously
agreed to the settlement.

Among the many terms of the  agreement,  all causes of action and claims between
and among the parties have been ended,  all parties have been mutually  released
from liability.  The numerous terms of the agreement were included solely to end
all disputed  claims without any admission of liability  whatsoever by any party
to any other.  It is appropriate  that the  settlement  involves no admission of
liability.  Many believe that the litigation,  and the  circumstances  that gave
rise to the  litigation,  reflected a difference of opinion  regarding  business
philosophy  and the  direction of the Bank,  and that all parties were  pursuing
what they believed to be the best interests of the Bank and CNB's  shareholders.
As part of the settlement,  a monetary payment is being made by the Bank and CNB
Corporation to Messrs. Cutts,  Dusenbury,  Hucks,  Lovelace,  and Smith and they
either have resigned or are resigning their various  positions with the Bank and
CNB Corporation.

In  deciding to settle out of court,  any  business  entity  involved in a legal
action must balance the  possibility of perceived  victory against the risks and
uncertainty  of going to trial.  No case is a certain win or loss, no matter how
one might define those terms.  Further,  there are burdensome  costs involved in
taking a case to trial,  including the impact on reputation and good will in the
marketplace and the community.  Costs are not only financial.  The emotional and
mental burden of distraction from ongoing  business must also be considered.  In
the case of the Bank and CNB  Corporation,  continuing the litigation would have
distracted us from focusing fully on our customers, employees, and shareholders.
They all deserve our undivided attention. Both Boards of Directors painstakingly
considered  these and other issues during the settlement  process in striving to
minimize  costs and liability  exposure.  In our analysis,  it was quite certain
that ongoing legal fees associated with litigation would consume a large portion
of what  became the  monetary  segment of the  agreement.  If such sums would be
spent regardless of the ultimate  outcome of the litigation,  we judged it to be
far wiser to apply these funds to settlement  and end the matter  completely and
with certainty.

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Shareholders
Page 2
January 4, 2007


Your Boards also  sensitively  assessed the personal  anguish  experienced by so
many shareholders and employees endured during this difficult time. The peace of
mind and  high  morale  of our  shareholders,  employees  and  customers  are of
incalculable  value.  It bears  repeating  that your  directors  considered  the
ongoing  opportunity  costs associated with continuing the litigation as so many
employees  and  the  directors  themselves  necessarily  diverted  attention  to
litigation  instead of focusing on the well-being of our customers and our bank.
Settlement proved unquestionably to be the best alternative.  Strong allegations
are often made in litigation, and certainly some strong allegations were made in
the litigation that is now being settled. We are satisfied and appreciative that
in the  interest  of the  Bank,  CNB  Corporation,  and  the  shareholders,  the
participants in the litigation wish to dismiss these strong charges, and resolve
the matter cooperatively.

We  recognize  that while some  shareholders  would  have  preferred  to see the
litigation run its course without any settlement,  others wished for this matter
to end  regardless of expense.  In acting as fiduciaries in the best interest of
our  shareholders,  the Boards of Directors  are not free to take such  absolute
stances.  We earnestly and genuinely believe that the final agreement is in your
best  interest.  While  the  agreement  is  certainly  not  perfect,  the  final
settlement is the best resolution for the  shareholders  when all  possibilities
are  considered.  We report this to you after  hundreds  of hours of  collective
deliberation  and  study  and  upon  the  benefit  of  advice  from  outstanding
independent  and able legal  counsel.  It is  important to note that both Boards
approved  the decision to settle this matter  unanimously  and that no directors
involved in the litigation participated in the Boards' approval,  deliberations,
or vote.

We thank  you most  sincerely  for your  patience,  encouragement,  and  support
throughout  this  difficult  time  and we  hope  that  you  are  pleased  by the
settlement that has been achieved.  Your directors  remain dedicated and devoted
to you and The Conway  National Bank as we look forward with great  anticipation
and expectation to the bright prospects of 2007.

Very truly yours,



Harold G. Cushman, Jr.
Chairman of the Board of The Conway National Bank
Chairman of the Board of CNB Corporation