Exhibit 99

                                 CNB CORPORATION

                      CODE OF ETHICS FOR EXECUTIVE OFFICERS

This Code of Ethics  shall  apply to persons  serving as  executive  officers as
designated on an annual basis by the Board of Directors of CNB Corporation  (the
"Company").

Executive  Officers shall conduct  themselves in a manner to promote,  and shall
observe standards that will promote:

1.   Honest and ethical  conduct,  including  the ethical  handling of actual or
     apparent   conflicts  of  interest   between   personal  and   professional
     relationships;

2.   The  taking of  reasonable  measures  to  protect  the  confidentiality  of
     non-public  information  about the  Company or its  subsidiaries  and their
     customers obtained or created in connection with their activities,  and the
     prevention of unauthorized  disclosure of such information  unless required
     by applicable law or regulation or legal or regulatory process;

3.   Full, fair, accurate,  timely and understandable disclosure in the periodic
     reports and other  documents filed by the Company with, or submitted by the
     Company to, the  Securities  and  Exchange  Commission  and in other public
     communications made by the Company or its subsidiaries;

4.   Compliance with applicable governmental laws, rules and regulations; and

5.   The prompt  reporting of any  violation of this Code of Ethics to the Audit
     Committee.

The Executive  Officers are  prohibited  from directly or indirectly  taking any
action to fraudulently  influence,  coerce,  manipulate or mislead the Company's
independent   public  auditors  for  the  purpose  of  rendering  the  financial
statements  of the  Company  misleading.  The  Executive  Officers  are  further
prohibited  from  knowingly  misrepresenting,  omitting  or  causing  others  to
misrepresent or omit material facts about the Company to others,  whether within
or outside the Company, including the Company's independent auditors.

Any Executive Officer who has, or appears to have, a conflict of interest, shall
disclose to the Chief  Executive  Officer in writing  the facts of any  material
transaction or relationship  that reasonably  could be expected to be, or appear
to be, a  conflict.  If the  person  with the  apparent  conflict  is the  Chief
Executive Officer,  then disclosure shall instead be made to the chairman of the
Audit Committee.  Unless the disclosed  conflict is waived by the person to whom
disclosure is required to be made, or determined by the Company's  legal counsel
not to be a conflict,  the conflicted  Executive Officer shall recuse himself or
herself from consideration of any matter as to which there is, or appears to be,
a conflict.



The Executive  Officers  understand  that they will be held  accountable  to the
Board of  Directors  of the Company for their  adherence to this Code of Ethics.
Their  failure  to  observe  the  terms of this  Code of  Ethics  may  result in
disciplinary action, up to and including  termination of employment.  Violations
of this Code of Ethics may also  constitute  violations of law and may result in
civil and criminal  penalties  for the Officer,  his/her  supervisor  and/or the
Company.

The Audit  Committee  shall  investigate  any alleged  violation of this Code of
Ethics.  In the event that the Audit  Committee  determines that a violation has
occurred,  the Audit  Committee  shall be authorized to take any action it deems
appropriate.  The Audit  Committee may use the Company's legal counsel to assist
with investigations and may rely on interpretations of the application and scope
of this Code of Ethics  provided by the Company's  legal  counsel.  In the event
that the Audit  Committee  recognizes  a violation  by a director  or  executive
officer but elects to take no action against the offending director or executive
officer,  the Audit  Committee  shall refer the matter to the Board of Directors
which shall have the sole authority to grant a waiver.

Any waiver of compliance  with any provision of this Code of Ethics by the Board
of Directors must be reported to the SEC on Form 8-K as required by such form.

                        Acknowledgement of Code of Ethics

I acknowledge  that I have received and read the CNB Corporation  Code of Ethics
for Executive  Officers  dated August 2004,  and understand my obligations as an
Executive Officer to comply with the Code of Ethics.

I  understand  that my  agreement  to comply  with the Code of  Ethics  does not
constitute a contract of employment.