SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934. Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss. 240.14a-12 CNB CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No Fee Required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: - -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: - -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: - -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- 5) Total fee paid - -------------------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid_________________ 2) Form, Schedule or Registration Statement No.:_________________ 3) Filing Party:__________________ 4) Date Filed:_________________ May 2, 2006 Dear Shareholder: Were recent salary changes at The Conway National Bank o a reward for voting to replace the Chairman and President, or o long overdue adjustments to CNB's entire salary schedule? If this is a key issue for you in making your decision about whether or not to support the Blue Ribbon Slate, we hope the enclosed affidavit will help. The affidavit is a sworn statement from Bruce Johanson, a principal in a consulting firm engaged by Willis and Jennings Duncan to conduct compensation surveys for CNB. Please review the affidavit carefully and note that Mr. Johanson states the following: o Several years ago, the surveys began indicating that CNB's salaries were falling behind. o Jennings Duncan was informed that employee retention would become an issue for the bank. o Significant pay gaps were found for tellers, loan officers, and lending supervisors. o Executive pay was skewed by Jennings Duncan's decision to `split' his salary, $183,360 for himself and $77,640 for his father. o The Duncans' total pay of $261,000 is $31,000 more than the current President's. o The base salary of the current President is `well within market range.' - -------------------------------------------------------------------------------- The only thing secret about any of this was that Mr. Johanson's full report was not presented to the Board of Directors or the shareholders. - -------------------------------------------------------------------------------- Our management team stands solidly behind our decision to compensate our employees fairly and within market range. We truly believe our workforce is our most important asset and our long-range success depends on our ability to attract and retain talented people at all levels of the bank. After reading Mr. Johanson's affidavit, we hope you will support the Blue Ribbon Slate by returning the BLUE proxy form. We want financial expertise, personal integrity, and commitment to community values in every person associated with our bank - from Directors to front line tellers. By electing our Blue Ribbon Slate, you can help us set the standard for excellence that will help CNB become one of the best community banks in South Carolina. Phil Hucks, President, stands ready to answer any questions you may have and is available at (843) 488-8444 or phil.hucks@conwaynationalbank.com. Sincerely, H. Buck Cutts, Chairman of the Board of Directors CNB Corporation