SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Section 240.14a-12

CNB CORPORATION
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(Name of Registrant as Specified in Its Charter)

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(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:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
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[ ] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721

April 19, 2002

Dear Shareholder:

You are cordially invited to attend the annual meeting of CNB Corporation to be
held at the Knights of Columbus Hall, 9840 S. Straits Highway (near the
intersection of highways U.S. 27 and M-33), Cheboygan, Michigan, at 5:30 p.m. on
Tuesday, May 21, 2002. The Notice of Annual Meeting and Proxy Statement follow
this letter and the Corporation's 2001 Annual Report is enclosed.

It is important that your shares be represented at the meeting. Whether or not
you plan to attend, we urge you to sign, date and return your Proxy as soon as
possible in the enclosed postage-paid envelope.

Dinner will be served following the meeting and we hope you will be able to join
us. If you intend to join us for dinner, please complete and return the enclosed
reservation card with your Proxy.

Your continued support of, and interest in, CNB Corporation are sincerely
appreciated and we encourage you to recommend the Corporation's services to your
friends and neighbors.

We look forward to seeing you at the meeting.

Respectfully,

Robert E. Churchill
Chairman and Chief Executive Officer

Enclosures

CNB CORPORATION

303 North Main Street
Cheboygan, Michigan 49721

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 21, 2002

TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders of CNB Corporation, a Michigan
corporation, will be held on Tuesday, May 21, 2002, at 5:30 p.m., at the Knights
of Columbus Hall, 9840 N. Straits Highway, Cheboygan, Michigan, for the
following purposes:

1. To elect nine directors, each to hold office for a one year term and
until his or her successor is elected and qualified.

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed March 22, 2002, as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment thereof.

By order of the Board of Directors,

John P. Ward
Secretary

Dated: April 19, 2002

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE
DATE AND SIGN THE ENCLOSED PROXY FORM, INDICATE YOUR CHOICE WITH RESPECT TO THE
MATTERS TO BE VOTED UPON, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF
YOU DO ATTEND THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON. NOTE THAT IF THE STOCK IS HELD IN MORE THAN ONE NAME, ALL
PARTIES MUST SIGN THE PROXY FORM.

CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721

PROXY STATEMENT
2002 ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 2002

This Proxy Statement and the enclosed Proxy are furnished in connection
with the solicitation of proxies by the Board of Directors of CNB Corporation
(the "Corporation"), a Michigan bank holding company whose sole subsidiary is
Citizens National Bank of Cheboygan (the "Bank"), to be voted at the Annual
Meeting of Shareholders of the Corporation to be held on May 21, 2002, at 5:30
p.m., at the Knights of Columbus Hall, 9840 South Straits Highway, Cheboygan,
Michigan (the "Annual Meeting"), or at any adjournment or adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting and in
this Proxy Statement.

VOTING AT THE MEETING

This Proxy Statement and the enclosed Proxy are expected to be mailed
on or about April 19, 2002, to all holders of record of common stock of the
Corporation as of the record date. The Board of Directors of the Corporation has
fixed the close of business on March 22, 2002, as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof.

The Corporation's only class of outstanding stock is its common stock,
par value $2.50 per share. There are presently 1,193,195 shares of common stock
of the Corporation outstanding. Each outstanding share will entitle the holder
thereof to one vote on each separate matter presented for vote at the meeting.
Votes cast at the meeting and submitted by proxy are counted by the inspectors
of the meeting who are appointed by the Corporation.

If a Proxy in the enclosed form is properly executed and returned to
the Corporation, the shares represented by the Proxy will be voted at the Annual
Meeting and any adjournment thereof. If a shareholder specifies a choice, the
Proxy will be voted as specified. If no choice is specified, the shares
represented by the Proxy will be voted for the election of all of the nominees
named in this Proxy Statement and in accordance with the judgment of the persons
named as proxies with respect to any other matter which may come before the
meeting or any adjournment thereof.

A Proxy may be revoked before exercise by notifying the Secretary of
the Corporation in writing, or by submitting a Proxy of a later date or
attending the meeting and voting in person. All shareholders are encouraged to
date and sign the enclosed Proxy form, indicate your choice with respect to the
matters to be voted upon, and return it to the Corporation.

ELECTION OF DIRECTORS

The Bylaws of the Corporation provide for a Board of Directors
consisting of a minimum of one and a maximum of seventeen members. The Bylaws
also provide that at each annual meeting the shareholders shall elect directors
to hold office until the succeeding annual meeting. A director shall hold office
for the term for which he or she is elected and until his or her successor is
elected and qualified. Directors must be shareholders.

Nine persons have been nominated for election to the Board, each to
serve one year expiring at the 2003 Annual Meeting of Shareholders. The Board
has nominated Steven J. Baker, D.V.M., Robert E. Churchill, James C. Conboy,
Jr., Kathleen M. Darrow, Thomas J. Ellenberger, Vincent J. Hillesheim, John L.
Ormsbee, Francis J. VanAntwerp, Jr. and John P. Ward. All of the nominees are
incumbent directors elected by the Corporation's shareholders at the prior
annual meeting of shareholders.

Unless otherwise directed by a shareholder's Proxy, the persons named
as proxy holders in the accompanying Proxy will vote for the nominees named
above. In the event any of such nominees shall become unavailable, which is not
anticipated, the Board of Directors in its discretion may designate substitute
nominees, in which event the enclosed Proxy will be voted for such substitute
nominees. Proxies cannot be voted for a greater number of persons than the
number of nominees named.

A plurality of the votes cast at the meeting is required to elect the
nominees as directors of the Corporation. Shares not voted at the meeting,
whether by abstention, broker non-vote, or otherwise, will not be treated as
votes cast at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL
NOMINEES AS DIRECTORS.

-2-

INFORMATION ABOUT DIRECTOR NOMINEES

The following table sets forth certain information regarding each
nominee, including name, age, principal occupation for the past five years, and
term of service as a director of the Corporation. The information set forth in
the table is based in part on information provided by each nominee.

HAS SERVED
AS A DIRECTOR
NAME AND AGE PRINCIPAL OCCUPATION SINCE (1)
------------ -------------------- ---------

Steven J. Baker, D.V.M., 50(2) Doctor of Veterinary Medicine, Indian River 2000(3)
Veterinary Clinic.

Robert E. Churchill, 61 Chairman of the Board & Chief Executive Officer of 1983
the Corporation.
Chairman of the Board & Chief Executive Officer of
the Bank.

James C. Conboy, Jr., 54 President & Chief Operating Officer of the 1983
Corporation.
President & Chief Operating Officer of the Bank.
Former Attorney/Partner, Bodman, Longley & Dahling
LLP.

Kathleen M. Darrow, 59 (2) President/Co-owner of Darrow Bros. Excavating, Inc. 1996 (4)
Retired Group Sales & Special Events Coordinator for
the Mackinac State Historic Parks.

Thomas J. Ellenberger, 51 (2) Part owner, Vice President & Secretary of Albert 1996 (5)
Ellenberger Lumber Co. (retail lumber sales).

Vincent J. Hillesheim, 51 (2) President of Crusoe's Rivertown Motors, Inc., d/b/a 1994
Anchor In Marina.

John L. Ormsbee, 63 (2) Sole proprietor of Jack's Sales (auctioneering services) 1980

Francis J. VanAntwerp, Jr., 57 (2) President/Owner of Durocher Dock & Dredge, Inc. 1990
(marine construction).
President/Owner of Salvor, Ltd. (real estate and
equipment leasing).

John P. Ward, 65 (2) Secretary of the Corporation. 1994
Retired Senior Vice President of the Corporation and
Senior Vice President & Cashier of the Bank.

(1) Any service as a director prior to 1985, the year the Corporation was
formed, would have been as a director of the Bank. Since 1985, all
directors of the Corporation also have been directors of the Bank.
(2) Member of the Audit Committee.
(3) Director of the Bank since December, 1999.
(4) Director of the Bank since January, 1996.
(5) Director of the Bank since August, 1995.

-3-

OWNERSHIP OF COMMON STOCK

The following table sets forth certain information as of March 22,
2002, with respect to those persons known by the Corporation to be the
beneficial owner of more than five percent (5%) of the Corporation's outstanding
common stock.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
--------------------------------------------
SOLE VOTING SHARED VOTING TOTAL
NAME AND ADDRESS OF AND DISPOSITIVE OR DISPOSITIVE BENEFICIAL PERCENT OF
BENEFICIAL OWNER POWER POWER(2) OWNERSHIP CLASS
---------------- ----- -------- --------- -----

Dessie M. Ormsbee
P.O. Box 5157
Cheboygan, MI 49721 35,504 35,504 71,008 5.86%

(1)The numbers of shares stated include shares personally owned of record by
that person and shares which, under applicable regulations, are considered to be
otherwise beneficially owned by that person. Under these regulations, a
beneficial owner of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has
or shares voting power or dispositive power with respect to the security. Voting
power includes the power to vote or direct the voting of the security.
Dispositive power includes the power to dispose or direct the disposition of the
security. A person will also be considered the beneficial owner of a security if
the person has a right to acquire beneficial ownership of the security within
sixty days.

(2)These numbers include shares over which the listed person is legally entitled
to share voting or dispositive power by reason of joint ownership, trust, or
other contract or property right, and shares held by spouses and children over
whom the listed person may have substantial influence by reason of relationship.

-4-

The following table sets forth certain information as of March 22,
2002, as to the common stock of the Corporation owned beneficially by each
director and nominee for director, each named executive officer, and by all
directors and executive officers of the Corporation as a group.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
---------------------------------------------------------------
SOLE VOTING SHARED VOTING TOTAL
NAME OF AND/OR AND/OR BENEFICIAL PERCENT OF
BENEFICIAL OWNER DISPOSITIVE POWER DISPOSITIVE POWER(2) OWNERSHIP CLASS
---------------- ----------------- -------------------- --------- -----

Steven J. Baker 1,635 1,635 *
Robert E. Churchill 17,027 21,932(3) 1.43%
James C. Conboy, Jr. 8,578 13,229(3) *
Kathleen M. Darrow 2,100 2,100 *
Thomas J. Ellenberger 3,209 9,586 12,795 1.07%
Vincent J. Hillesheim 24,710 3,571 28,281 2.37%
John L. Ormsbee 13,852 13,852 27,704 2.32%
Francis J. VanAntwerp,
Jr. 701 6,874 7,575 *
John P. Ward 3,933 3,933 *
All directors and officers
as a group (12 persons) 43,347 67,316 130,044(4) 9.27%

*Less than 1%.

(3)Includes 4,905 shares and 4,651 shares that may be acquired within 60 days by
Mr. Churchill and Mr. Conboy, respectively, through the exercise of stock
options.

(4)Includes 19,381 shares that may be acquired within 60 days by executive
officers of the Corporation through the exercise of stock options.

-5-

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Corporation has an Audit Committee. Its
membership is comprised of Directors VanAntwerp (who serves as Chairman), Baker,
Darrow, Ellenberger, Hillesheim, Ormsbee, and Ward. Each of these members meets
the requirements for independence set forth in the Listing Standards of the
National Association of Securities Dealers. The Audit Committee meets quarterly
and on call when needed and it met five times during 2001. The Audit Committee
operates under a written charter approved by the Board of Directors, a copy of
which is attached as Appendix A to this Policy Statement.

The Board of Directors of the Corporation does not have a Nominating
Committee.

All directors of the Corporation also serve as the Board of Directors
of the Bank. The Board of Directors of the Corporation held a total of six
meetings during 2001, including the organizational meeting and one special
meeting. The Board of Directors of the Bank held a total of twenty-five meetings
during 2001, including the organizational meeting. All directors attended 75% or
more of the aggregate number of meetings of the two Boards and the Audit
Committee, except for Mr. VanAntwerp who attended 64%. There are no family
relationships between or among any of the directors, nominees or executive
officers of the Corporation.

REPORT OF THE AUDIT COMMITTEE

The primary function of the Audit Committee ("Committee") is to assist
the Board of Directors in fulfilling its oversight responsibilities by reviewing
the financial information that will be provided to shareholders and others, the
systems of internal controls, and all internal and external audit processes.
Management is responsible for preparing the Corporation's financial statements
and the independent auditors are responsible for auditing those financial
statements.

The Committee reviewed and discussed the audited financial statements
of the Corporation for the year ended December 31, 2001 with management and the
independent auditors.

The Committee discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards 61, which include,
among other items, matters related to the conduct of the audit of the
Corporation's financial statements. The Committee also received the written
disclosures and the letter from the independent auditors required by
Independence Standards Board Standard No. 1 (which relates to the auditors'
independence from management and the Corporation and its related entities),
discussed with the auditors any relationships that may impact their independence
and satisfied itself as to the auditors' independence.

Based on the review and discussions referred to above, the Committee
recommended to the Board of Directors that the Corporation's audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2001 for filing with the Securities and Exchange Commission.

-6-

Submitted by the Audit Committee of the Board of Directors:

Francis J. VanAntwerp, Jr., Chairman
Steven J. Baker Kathleen M. Darrow Thomas J. Ellenberger
Vincent J. Hillesheim John L. Ormsbee John P. Ward

COMPENSATION OF DIRECTORS

All directors initially elected prior to January 1, 1994 participate in
the Citizens National Bank of Cheboygan 1985 Directors' Deferred Compensation
Plan in lieu of current payment of director fees. The plan was adopted by the
Bank in 1985 and in 1993 participation in the plan was closed to directors
initially elected after January 1, 1994. The plan provides for retirement and
death benefits to be paid to the participating directors by the Bank over a
minimum of fifteen years. The Bank is the owner and beneficiary of life
insurance policies which are structured to fund the Bank's obligations under the
terms of the plan.

Directors initially elected after January 1, 1994, may participate in
the Citizens National Bank of Cheboygan 1997 Deferred Compensation Plan. The
plan was adopted by the Bank effective September 1, 1997. The plan permits
deferral of all or any portion of current director fees. Amounts deferred are
credited with interest at a rate equal to the Bank's "yield on earning assets"
as calculated at year end of the prior year. Upon separation for any reason of
the services of a participating director from the Bank, the director will be
entitled to receive the balance of his or her account either in a lump sum or in
approximately equal installments over a period of ten years.

During 2001, directors participating in the 1985 Directors' Deferred
Compensation Plan received a deferred annual retainer of $4,000 for service on
the Board of Directors of the Corporation and the Bank. Directors not eligible
to participate in the 1985 Directors' Deferred Compensation Plan received a
quarterly retainer of $2,000 for service on the two Boards. Directors are not
compensated for attendance at Board or Committee meetings, but are reimbursed
for travel expenses for meetings attended.

-7-

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation received by the named
executives for each of the calendar years shown.

ANNUAL COMPENSATION
---------------------------------------------------------
NAME AND PRINCIPAL OTHER
POSITION YEAR SALARY(1) BONUS COMPENSATION
-------- ---- --------- ----- ------------

Robert E. Churchill 2001 $160,000 $88,912 $12,007 (3)
Chairman & Chief 2000 $154,000 $68,143 $14,918 (4)
Executive Officer 1999 $142,000 $63,293 $13,603 (5)

James C. Conboy, Jr. 2001 $124,000 $17,782 $10,754 (6)
President & Chief 2000 $118,800 $17,036 $12,065 (7)
Operating Officer 1999 (2) $ 58,277 $15,823 $ 7,622

(1) Includes compensation deferred under the 401(k) Savings Plan and 1997
Deferred Compensation Plan and $4000 deferred annual director fee.
(2) For the months of January, August, September, October, November and
December.
(3) Includes employer's matching contribution of $6,690 under 401(k) Plan.
(4) Includes employer's matching contribution of $6,399 under 401(k) Plan.
(5) Includes employer's matching contribution of $6,044 under 401(k) Plan.
(6) Includes employer's matching contribution of $4,102 under 401(k) Plan.
(7) Includes employer's matching contribution of $3,919 under 401(k) Plan.

-8-

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth the options exercised by the named
executives under the CNB Corporation 1996 Stock Option Plan during the fiscal
year ended December 31, 2001 and the value of unexercised options as of such
date.

NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS AT FISCAL YEAR OPTIONS AT FISCAL YEAR
END(1) END(2)
---------------------------- --------------------------------
SHARES
ACQUIRED
ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ----------- ------------- ----------- -------------

Robert E. Churchill
Chairman & Chief
Executive Officer 0 0 4,905 0 $61,199 0

James C. Conboy, Jr.
President & Chief
Operating Officer 0 0 4,651 0 $ 5,077 0

(1) The number of shares shown have been adjusted to reflect three 5% stock
dividends.
(2) The value shown is calculated by determining the difference between the
fair market value of the common stock and the exercise price of the options
(adjusted for stock dividends) at fiscal year end. For purposes of this
value, fair market value is deemed to be $55.00 per share, the price at
which the stock last traded on or before December 31, 2001.

-9-

REPORT ON EXECUTIVE COMPENSATION

The Corporation's compensation program for executive officers is
administered by the entire Board of Directors. At present, all officers of the
Corporation, with the exception of Mr. Ward, the Corporation's Secretary, are
also officers of the Bank, and although they receive compensation from the Bank
in their capacity as officers of the Bank, they receive no separate cash
compensation from the Corporation. Mr. Ward receives no compensation as
Secretary of the Corporation.

The Board of Directors has developed and implemented compensation plans
which seek to align the financial interests of the Corporation's senior officers
with those of its shareholders. The Corporation's executive compensation program
is comprised of three primary components: base salary, annual cash incentive
bonus opportunities and longer-term incentive opportunities in the form of stock
option awards. Executives also participate in the Bank's 401(k) Savings Plan and
Pension Plan and are eligible to participate in the Bank's 1997 Deferred
Compensation Plan.

To attract and retain officers with exceptional abilities and talent,
annual base salaries are set to provide competitive levels of compensation
recognizing individual performance and achievements. Annual cash incentive
bonuses are used to reward senior officers and other key employees for
individual performance, accomplishments and achievement of annual business
targets. A significant portion of career compensation for senior officers is
linked to corporate performance through stock option awards.

The Board of Directors determines the annual base salary, incentive
bonus and stock option awards for the Chief Executive Officer. Annual base
salary, incentive bonus and stock option awards with respect to the
Corporation's other senior officers are recommended by the Chief Executive
Officer to, and ultimately determined by, the Board of Directors. All
recommendations of the Chief Executive Officer were approved by the Board of
Directors for the most recent calendar year.

In evaluating the performance of and determining the annual base
salary, incentive bonus and stock option awards for the Chief Executive Officer
and other senior management, the Board of Directors takes into account
management's contribution to the long-term success of the Corporation. The Board
of Directors considers return to shareholders to be primary in measuring
financial performance. The mission of the Corporation is to maximize long-term
return to shareholders consistent with its commitments to maintain the safety
and soundness of the Corporation and the Bank and provide the highest possible
service at a fair price to the customers and communities that it serves. The
Board of Directors has taken these subjective and qualitative factors into
account, along with other quantitative measures of corporate performance, in
establishing the annual base salary, incentive bonus and stock option awards for
the Chief Executive Officer and the Corporation's other senior management,
giving at least equal weight to the subjective and qualitative factors and no
particular weight to any given factor. The determination of the size of stock
option awards is based upon a subjective analysis of each recipient's position
within the organization, his or her individual performance and his or her growth
potential within the organization.

-10-

The Board of Directors primarily considers five quantitative measures
of corporate performance in establishing the compensation to be paid to the
Chief Executive Officer and the Corporation's other senior management. These
measures of corporate performance are: (i) after-tax earnings and earnings
growth; (ii) capital position; (iii) quality of the Bank's loan portfolio; (iv)
targeted as compared to actual operating performance; and (v) the Corporation's
performance and financial condition as compared to that of its Federal Reserve
Bank peer group. These measures were considered by the Board of Directors in
determining each component of executive compensation, with particular weight
being given to after-tax earnings and earnings growth. The Board of Directors
also takes into consideration compensation levels at comparable financial
institutions based on various general and targeted compensation surveys of peer
group commercial banks with total assets between $100 and $500 million and
located in the Midwest United States and the state of Michigan.

Submitted by the Board of Directors:

Steven J. Baker Robert E. Churchill James C. Conboy, Jr.
Kathleen M. Darrow Thomas J. Ellenberger Vincent J. Hillesheim
John L. Ormsbee Francis J. VanAntwerp, Jr. John P. Ward

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Directors and officers of the Corporation, as well as members of their
immediate families and the companies, organizations and other entities with
which they are associated, have had, and are expected to have in the future,
transactions with the Bank. All such transactions are made in the ordinary
course of business and on substantially the same terms, including interest rates
and collateral requirements on loan transactions, as those prevailing at the
same time for comparable transactions with other persons. All such loan
transactions do not involve more than normal risk of collectibility or present
other unfavorable features and, when required, are approved by the Board of
Directors.

Director Conboy serves of counsel to the law firm of Bodman, Longley &
Dahling LLP which provided legal services to the Corporation and the Bank during
2001. It is anticipated that Bodman, Longley & Dahling LLP will continue to
furnish legal services in the future.

Director Ward served as a consultant to, and worked on various projects
for, the Bank during 2001 and was compensated $6,000 for his services.

-11-

SECTION 16(a) REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires
directors, executive officers, and any persons beneficially owning more than 10%
of the Corporation's common stock to file reports of ownership and changes in
ownership of shares of common stock with the Securities and Exchange Commission.
Based upon written representations by each director and executive officer, the
Corporation believes that all of the required reports were filed by such persons
during 2001.

INDEPENDENT AUDITORS

In 2001, Crowe, Chizek and Company LLP performed audit and audit
related services for the Corporation and the Bank, which included examination of
the consolidated financial statements of the Corporation and consultation on
accounting and reporting matters. Crowe, Chizek and Company LLP has served as
the independent auditors for the Bank since 1980 and for the Corporation since
its formation in 1985 and, upon recommendation of the Audit Committee, the Board
of Directors has again selected Crowe, Chizek and Company LLP as independent
auditors for 2002. A representative of Crowe, Chizek and Company LLP is not
expected to be at the Annual Meeting of Shareholders.

For the year ended December 31, 2001, Crowe, Chizek and Company LLP
billed the Corporation for professional services as follows:

Audit Fees...................................................... $ 41,957.00
Financial Information Systems and Implementation Fees $ 0.00
All Other Fees.................................................. $ 25,775.00

SHAREHOLDER PROPOSALS

Any shareholder proposal to be considered by the Corporation for
inclusion in the 2003 Annual Meeting of Shareholders proxy materials must comply
with Rule 14a-8 under the Securities Exchange Act of 1934 and be received by the
Corporation no later than December 10, 2002.

-12-

OTHER BUSINESS

The Board of Directors is not aware of any matter to be presented for
action at the meeting, other than the matters set forth herein. If any other
business should come before the meeting, or any adjournment thereof, the Proxy
will be voted in respect thereof in accordance with the best judgment of the
persons authorized therein, and discretionary authority to do so is included in
the Proxy. The cost of soliciting proxies will be borne by the Corporation. In
addition to solicitation by mail, officers and other employees of the
Corporation and the Bank may solicit proxies by telephone or in person, without
compensation other than their regular compensation.

The Annual Report of the Corporation for 2001 is included with this
Proxy Statement.

Shareholders are urged to sign and return the enclosed proxy in the
enclosed envelope. A prompt response will be helpful and appreciated.

By order of the Board of Directors,

John P. Ward
Secretary

Dated: April 19, 2002

-13-

EXHIBIT A

CNB CORPORATION
AUDIT POLICY/AUDIT COMMITTEE CHARTER

GENERAL POLICY STATEMENT

To comply with its fiduciary responsibility in protecting the assets of CNB
Corporation (the "Corporation") and its sole subsidiary Citizens National Bank
(the "Bank") and to fulfill its responsibility to its shareholders, customers,
and the investment community relating to corporate accounting, reporting
practices of the Corporation, and the quality and integrity of the financial
reports of the Corporation, the Board of Directors deems it prudent to adopt a
sound and effective audit policy. The general objective of this policy is to
require sufficient audit coverage, internal controls, and the use of generally
accepted auditing principles to meet this dual responsibility.

AUDIT COMMITTEE ORGANIZATION

There shall be a committee of the Board of Directors to be known as the Audit
Committee. The Audit Committee shall be composed of all directors who are
independent of the management of the Corporation and are free of any
relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgment as a committee member.

AUDIT COMMITTEE RESPONSIBILITIES

The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities by reviewing the financial
information that will be provided to shareholders and others, the systems of
internal controls, and all internal and external audit processes. In so doing,
it will be the responsibility of the Audit Committee to maintain free and open
means of communication between the directors, the independent external auditors,
the internal auditor, and the management of the Corporation and the Bank. In
carrying out its responsibilities, the Audit Committee's policies and procedures
should remain flexible, in order to best react to changing conditions and to
ensure to the Board of Directors that the corporate accounting and reporting
practices of the Corporation and the Bank are in accordance with all
requirements and are of the highest quality.

In carrying out these responsibilities, the Audit Committee will:

- - Review and recommend to the Board of Directors the independent external
auditors to be selected to audit the consolidated financial statements
of the Corporation and the Bank.

- - Meet with the independent external auditors and management of the
Corporation to review the scope of the proposed audit for the current
year and the audit procedures to be utilized, and at the conclusion
thereof review such audit, including any comments or recommendations of
the independent external auditors.

- - Review with the independent external auditors and the internal auditor
the adequacy and effectiveness of the accounting and financial controls
of the Corporation and the Bank, and elicit any recommendations for the
improvement of such internal control procedures

or particular areas where new or more detailed controls or procedures
are desirable. Particular emphasis should be given to the adequacy of
such internal controls to expose any payments, transactions, or
procedures that might be deemed illegal or otherwise improper. Further,
the committee periodically should review Corporation and Bank policy
statements to determine their adherence to the code of conduct.

- - Review and approve the appointment, replacement or dismissal of the
internal auditor. Annually evaluate the performance and technical skill
of the internal auditor, limiting senior management's input into the
evaluation to administrative details.

- - Review the internal audit function of the Bank including the
independence and authority of its reporting obligations, the proposed
audit plans for the coming year, and the coordination of such plans
with the independent external auditors.

- - Meet on a quarterly basis and receive prior to each meeting, a summary
of findings from completed internal audits and a progress report on the
proposed internal audit plan, with explanations for any deviations from
the original plan.

- - Review the financial statements contained in the annual report to
shareholders with management and the independent external auditors to
determine that the independent external auditors are satisfied with the
disclosure and content of the financial statements to be presented to
the shareholders. Any changes in accounting principles should be
reviewed.

- - Provide sufficient opportunity for the internal and independent
external auditors to meet with the members of the Audit Committee
without members of management present. Among the items to be discussed
in these meetings are the independent external auditors' evaluation of
the financial, accounting, and auditing personnel of the Corporation
and the Bank, and the cooperation that the independent external
auditors received during the course of the audit.

- - Review accounting and financial human resources and succession planning
within the Corporation and the Bank.

- - Submit the minutes of all meetings of the Audit Committee to, or
discuss the matters discussed at each committee meeting with, the Board
of Directors.

- - Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if,
in its judgment, that is appropriate.

CNB CORPORATION

303 North Main Street
Cheboygan, Michigan 49721

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 21, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Thomas J. Ellenberger, Vincent J.
Hillesheim, and John L. Ormsbee, and each of them, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and to
vote, as designated below, all the shares of common stock of CNB Corporation
held of record by the undersigned on March 22, 2002, at the Annual Meeting of
Shareholders to be held May 21, 2002, and at any adjournment thereof.

1. In the election of nine directors to be elected for terms expiring in 2003:

[ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote for
marked to the contrary below) all nominees listed below

(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.)

Steven J. Baker, D.V.M. Kathleen M. Darrow John L. Ormsbee

Robert E. Churchill Thomas J. Ellenberger Francis J. VanAntwerp, Jr.

James C. Conboy, Jr. Vincent J. Hillesheim John P. Ward

COMPLETE AND SIGN ON REVERSE

The undersigned shareholder instructs the Proxies to vote as specified
in this Proxy on the matters described in the Proxy Statement dated April 19,
2002. This Proxy, when properly executed, will be voted by the Proxies in the
manner directed herein by the undersigned shareholder. IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1. BY
EXECUTION OF THIS PROXY, THE UNDERSIGNED SHAREHOLDER CONFERS UPON THE
ABOVE-APPOINTED PROXIES THE DISCRETIONARY AUTHORITY TO VOTE UPON ANY OTHER
MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING, AND REVOKES ANY PRIOR
PROXIES.

The undersigned shareholder acknowledges receipt of the 2001 Annual
Report to Shareholders, and the Notice of Meeting and Proxy Statement, both
dated April 19, 2002.

The giving of this Proxy does not affect the right of the undersigned
shareholder to vote in person should the undersigned shareholder attend the
annual meeting. This Proxy may be revoked at any time before it is voted.

Each shareholder must sign exactly as his/her name appears below. For
shares held jointly, each joint owner must sign. If signing as attorney,
executor, trustee or in some other representative capacity, sign name and give
full title. If a corporation, sign in full corporate name by authorized officer.
If a partnership, sign in partnership name by authorized person. Brokers
executing proxies should indicate in the space below the number of shares with
respect to which authority is conferred by this Proxy if less than all shares
held by such brokers as nominees are to be voted.

The _________ shares represented by this Proxy are registered on our
books as follows:

Date:____________, 2002 _______________________________________
Signature

Brokers-Number of Shares ___________ _______________________________________
Signature

_______________________________________
Signature

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE PROMPTLY.