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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

CNB CORPORATION
- --------------------------------------------------------------------------------
(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)(4) 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.

[ ] 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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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1913 (02-02)

CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721

April 16, 2004

Dear Shareholder:

You are cordially invited to attend the annual meeting of CNB Corporation to be
held at the Knights of Columbus Hall, 9840 N. Straits Highway (near the
intersection of highways U.S. 27 and M-33), Cheboygan, Michigan, at 5:30 p.m. on
Tuesday, May 18, 2004. The Notice of Annual Meeting and Proxy Statement follow
this letter and the Corporation's 2003 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 18, 2004

TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders of CNB Corporation, a Michigan
corporation, will be held on Tuesday, May 18, 2004, 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 19, 2004, 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 16, 2004

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
2004 ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 2004

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 18, 2004, 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 16, 2004, 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 19, 2004, 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. As of the record date of March 19, 2004, 1,246,039 shares
of common stock of the Corporation were 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 2005 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., 52(2) Doctor of Veterinary Medicine, Indian River Veterinary 2000 (3)
Clinic.

Robert E. Churchill, 63 Chairman of the Board & Chief Executive Officer of the 1983
Corporation.

Chairman of the Board & Chief Executive Officer of the
Bank.

James C. Conboy, Jr., 56 President & Chief Operating Officer of the Corporation. 1983
President & Chief Operating Officer of the Bank. Former
Attorney/Partner, Bodman, Longley & Dahling LLP.

Kathleen M. Darrow, 61(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, 53(2) Part owner, Vice President & Secretary of Albert 1996 (5)
Ellenberger Lumber Co. (retail lumber sales).

Vincent J. Hillesheim, 53(2) President of Crusoe's Rivertown Motors, Inc. 1994
Co-Manager of Crusoe Enterprises, LLC

John L. Ormsbee, 65(2) Sole proprietor of Jack's Sales (auctioneering 1980
services)

Francis J. VanAntwerp, Jr., Vice President of Durocher Marine Division - Kokosing 1990
59(2) Construction Company, Inc. (marine construction).

John P. Ward, 67 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 19, 2004,
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 OWNERSHIP PERCENT OF CLASS
BENEFICIAL OWNER POWER POWER(2)

Dessie M. Ormsbee
P.O. Box 5157
Cheboygan, MI 49721 37,279 37,279 74,558 5.99%

(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 60
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 19, 2004,
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 1,716 1,716 *
Robert E. Churchill 17,563 22,712(3) 1.42%
James C. Conboy, Jr. 9,006 14,938(3) *
Kathleen M. Darrow 2,415 2,415 *
Thomas J. Ellenberger 3,379 10,086 13,465 1.08%
Vincent J. Hillesheim 23,829 1,179 25,008 2.01%
John L. Ormsbee 14,681 14,681 29,362 2.36%
Francis J. VanAntwerp, Jr. 736 7,217 7,953 *

John P. Ward 3,919 3,919 *
All directors and officers as a
group (12 persons) 45,995 69,591 126,667(4) 10.17%

*Less than 1%.

(3)Includes 5,149 shares and 5,932 shares that may be acquired within 60 days by
Mr. Churchill and Mr. Conboy, respectively, through the exercise of stock
options.

(4)Includes 22,991 shares that may be acquired within 60 days by executive
officers of the Corporation through the exercise of stock options.

-5-

PERFORMANCE GRAPH

Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Corporation Common Stock (based
on the last reported sales price of the respective year) with the cumulative
total return of the Nasdaq Stock Market Index (United States stock only) and the
Nasdaq Bank Stock Index. The following information is based on an investment of
$100 on December 31, 1998, with dividends reinvested quarterly.

DECEMBER 31,
1998 1999 2000 2001 2002 2003

CNB Corporation $100 $172 $136 $142 $134 $142
Nasdaq Stock Market 100 185 112 89 61 92
Nasdaq Bank Stock 100 96 110 119 122 157

[GRAPH]

-6-

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 Hillesheim (who serves as Chairman), Baker,
Darrow, Ellenberger, Ormsbee and VanAntwerp. All members qualify as "independent
directors" under the NYSE listing standards. Under the Sarbanes-Oxley Act of
2002 and implementing Securities and Exchange Commission rules, the Corporation
is required to disclose whether the Audit Committee has at least one member who
qualifies as an "audit committee financial expert" as that term is defined in
the rules. Based on the exacting criteria set forth in the Securities and
Exchange Commission rules, the Board of Directors has determined that no
independent member of the Board of Directors qualifies as an "audit committee
financial expert". The present members of the Audit Committee have 66 years of
combined service on the Audit Committee. All of the members are financially
literate and at least one of the members has expertise in accounting and other
aspects of financial management. Considering this experience and expertise and
other relevant issues, the Board of Directors believes that the Audit Committee
can effectively fulfill its duties and obligations and has determined that
appointing an additional director or retaining an individual who would meet the
qualifications of an "audit committee financial expert" is neither necessary nor
reasonable at this time.

The Audit Committee meets at least quarterly each year and more frequently
as circumstances may require. Due to the number of important matters requiring
its attention relative to the internal audit function and the requirements of
the Sarbanes-Oxley Act of 2002, the Audit Committee met 18 times during 2003.
THE AUDIT COMMITTEE OPERATES UNDER A WRITTEN CHARTER ADOPTED BY THE BOARD OF
DIRECTORS, A COPY OF WHICH IS ATTACHED AS APPENDIX A TO THIS PROXY STATEMENT.

The Board of Directors of the Corporation does not have a standing
nominating committee. The Board of Directors believes that, given its relatively
small size and with six of its nine current members qualifying as "independent
directors" under the NYSE listing standards, it is appropriate for the entire
Board of Directors to serve in the capacity of a nominating committee. The Board
of Directors does not have a charter or other formal written policy with regard
to its function as a nominating committee.

Traditionally all directors of the Corporation also serve as the Board of
Directors of the Bank; therefore, director nominees must meet the qualifications
for national bank directors set forth in 12 USC Sec. 72. Based on those
qualifications and Comptroller of the Currency and corporate governance
guidelines, the Board of Directors has developed criteria to be used in
considering individual director candidates. Consideration of factors relative to
the size and composition of the Board of Directors will vary according to the
expertise and demographics of the existing Board. In making nominations for
election to the Board of Directors, the Board of Directors will consider
director candidates recommended by shareholders. Any director candidate
recommended by shareholders will be reviewed and evaluated in the same manner as
all other director candidates. Shareholders who wish to recommend a director
candidate should

-7-

submit the name and qualifications of the proposed candidate in writing,
delivered or mailed, to the Secretary of the Corporation at least five months
before the next annual meeting to assure time for meaningful consideration by
the Board of Directors.

IN MARCH 2004, THE BOARD OF DIRECTORS ADOPTED A BYLAW PROVISION FOR THE
NOMINATION OF DIRECTORS WHICH IS ATTACHED AS APPENDIX B TO THIS PROXY STATEMENT.
Beginning with the 2005 Annual Meeting of Shareholders, only persons who are
nominated in accordance with that bylaw provision shall be eligible for election
as directors.

As noted above, all directors the Corporation also serve as the Board of
Directors of the Bank. The Board of Directors of the Corporation held a total of
five meetings during 2003, including the organizational meeting. The Board of
Directors of the Bank held a total of 26 meetings during 2003, including the
organizational meeting and one special 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 60%. There are no family
relationships between or among any of the directors, nominees or executive
officers of the Corporation.

The directors of the Corporation are expected to attend the Annual Meeting
of Shareholders with the organizational meeting of the newly elected Board of
Directors being held immediately after the shareholders' meeting as provided in
the Bylaws. All directors attended the 2003 Annual Meeting of Shareholders.

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 external 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, 2003 with management and the
independent external auditors.

The Committee discussed with the independent external 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 external 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.

-8-

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, 2003 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Board of Directors:

Vincent J. Hillesheim, Chairman Thomas J. Ellenberger
Steven J. Baker John L. Ormsbee
Kathleen M. Darrow Francis J. Van Antwerp, Jr.

CODE OF ETHICS

The Corporation has adopted a Senior Financial Officers Code of Ethics
that applies to the Corporation's chief executive officer, treasurer, controller
or other senior officers performing similar functions. A copy of the Senior
Financial Officers Code of Ethics will be furnished without charge upon written
request to: Corporate Secretary, CNB Corporation, 303 N. Main Street, Cheboygan,
Michigan 49721.

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 2003 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 $2,250 for service on the two Boards. Directors

-9-

are not compensated for attendance at Board or Committee meetings, but are
reimbursed for travel expenses for meetings attended.

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 BONUS COMPENSATION

Robert E. Churchill 2003 $170,000(1) $ 117,256 $17,643(3)
Chairman & Chief 2002 $165,000(1) $ 103,016 $14,615(3)
Executive Officer 2001 $160,000(1) $ 88,912 $12,007(3)

James C. Conboy, Jr. 2003 $135,000(1) $ 39,085 $12,342(4)
President & Chief 2002 $129,000(1) $ 20,603 $11,669(4)
Operating Officer 2001 $124,000(1) $ 17,782 $10,754(4)

Susan A. Eno 2003 $ 88,500(2) $ 15,000 $ 4,546(5)
Executive Vice
President

(1)Includes compensation deferred under the 401(k) Savings Plan and 1997
Deferred Compensation Plan and $4,000 deferred annual director fee.

(2)Includes compensation deferred under the 401(k) Savings Plan and 1997
Deferred Compensation Plan.

(3)Includes employer's matching contributions under the 401(k) Savings Plan of
$9,465; $8,128; and $6,690 for 2003; 2002; and 2001 respectively.

(4)Includes employer's matching contributions under the 401(k) Savings Plan of
$5,203; $4,593; and $4,102 for 2003; 2002; and 2001 respectively and taxable
value of furnished automobile of $4,257; $4,344, and $4,577 for 2003; 2002; and
2001 respectively.

(5)Includes employer's matching contribution of $3,136 under the 401(k) Savings
Plan.

-10-

PENSION PLAN TABLE

The defined benefit retirement plan covers employees over 20 years of age with
more than six months of eligible service. Normal retirement age is 65.
Participants receive credit for 1.1% of average compensation multiplied by years
of credited benefit service, plus .65% of average compensation in excess of
covered compensation multiplied by years of credited benefit service (maximum of
35 years).

YEARS OF SERVICE
----------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35

100,000 19,986 26,648 33,310 39,972 46,634
125,000 26,548 35,398 44,247 53,097 61,946
150,000 33,111 44,148 55,185 66,222 77,259
175,000 39,673 52,898 66,122 79,347 92,571
200,000 46,236 61,648 77,060 92,472 107,884
225,000 46,236 61,648 77,060 92,472 107,884

The law in effect throughout 2003 limited remuneration considered for benefit
purposes to $ 200,000. Covered remuneration for the named executives who
participated in the plan is $ 200,000 for Mr. Churchill, $ 170,085 for Mr.
Conboy and $ 103,500 for Mrs. Eno. As of December 31, 2003, Mr. Churchill was
credited with 28.83 years of service, Mr. Conboy was credited with 5 years of
service and Mrs. Eno was credited with 32.08 years of service. The annual
benefit is based upon a 10-year period certain and life annuity and is not
subject to any deduction for Social Security or other offset amounts.

-11-

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Plan Category (a) (b) (c)
Number of Weighted-average Number of
securities to be exercise price of Securities
issued upon outstanding Remaining
exercise of options, warrants available for
Outstanding And rights future issuance
options, warrants under equity
and rights compensation plans
(excluding securities
reflected in column (a))

Equity compensation 39,342 $ 44.10 9,952
plans approved by
security holders

Equity compensation None
plans not approved by
security holders

Total 39,342 $ 44.10 9,952

-12-

OPTION/SAR GRANTS IN LAST FISCAL YEAR

% OF
TOTAL POTENTIAL
OPTIONS/ REALIZED VALUE AT
NUMBER OF SARS ASSUMED ANNUAL
SECURITIES GRANTED TO RATES OF STOCK PRICE
UNDERLYING EMPLOYEES EXERCISE APPRECIATION
OPTIONS/SARS IN FISCAL OR BASE EXPIR. FOR OPTION TERM
NAME GRANTED YEAR PRICE DATE 5% 10%
- -------------------- ------------ ---------- -------- ------ --------------------

James C. Conboy, Jr. 1,050 12.6% $51 12/24/13 56,228 58,905
Susan A. Eno 945 11.3% $51 12/24/13 50,605 53,014

-13-

AGGREGATED 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, 2003 and the value of unexercised options as of such
date.

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

Robert E. Churchill
Chairman & Chief
Executive Officer 0 0 5,149 0 $54,311 0

James C. Conboy, Jr.
President & Chief
Operating Officer 0 0 4,882 1,050 $(1,529) $2,551

Susan A. Eno
Executive Vice

President 0 0 3,983 945 $57,702 $2,296

(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 $51.00 per share, the price at which the stock last traded
on or before December 31, 2003.

-14-

REPORT ON EXECUTIVE COMPENSATION

The Corporation's compensation program for executive officers is
administered by the entire Board of Directors, including Robert E. Churchill,
Chairman & Chief Executive Officer; James C. Conboy, Jr., President & Chief
Operating Officer; and John P. Ward, Secretary. 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

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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.

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
2003. 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 2003 and was compensated $7,200 for his services.

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SECTION 16(a) BENEFICIAL OWNERSHIP 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 a review of the Forms 3 and 4 and amendments thereto furnished to the
Corporation during 2003 and Form 5 and amendments thereto furnished to the
Corporation with respect to 2003, and written representations by each director
and executive officer, the Corporation believes that all of the required reports
were filed by such persons during 2003.

INDEPENDENT AUDITORS

In 2003, Crowe Chizek and Company LLC 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 LLC has served as the
independent external auditors for the Bank since 1980 and for the Corporation
since its formation in 1985 and the Audit Committee has selected Crowe Chizek
and Company LLC to serve as the Corporation's independent external auditors for
2004. A representative of Crowe Chizek and Company LLC is not expected to be at
the Annual Meeting of Shareholders.

Aggregate fees billed to the Corporation by Crowe Chizek and Company LLC,
for the years ended December 31, 2003 and 2002 were as follows:

2003 2002
---- ----

Audit Fees $42,754.00 $39,377.00
Audit-Related Fees .00 .00
Tax Fees 7,000.00 6,900.00
All Other Fees 1,000.00 .00

Tax fees relate to tax return preparation and tax consulting. All other
fees for 2003 were for determination of expense under the 1985 Directors
Deferred Compensation Plan.

All of the services provided by the Corporation's independent external
auditors set forth above were approved by the Audit Committee.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

The Board of Directors does not have a formal process for shareholders to
send communications to the Board of Directors. All members of the Board of
Directors and a large majority of the shareholders reside in the rural
geographic area served by the Corporation and the Bank and open and direct
communication between the directors and those shareholders is encouraged. As for
written communications from shareholders or other interested parties to the
Board of Directors or any specific individual director, the practice has been
and will continue to be that all such communications are promptly forwarded to
the appropriate party or shared with the full Board of Directors no later than
the next regularly scheduled meeting of the Board. Any shareholder wishing to
send a written communication to the Board of Directors or a specific individual
director should address the communication to the Board of Directors or the
individual director, CNB Corporation, 303 N. Main Street, Cheboygan, Michigan
49721.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS

If you share an address with one or more other shareholders, a single copy
of the Annual Report and/or Proxy Statement is being provided to you and the
other shareholders. If you wish to receive a separate copy of the Annual Report
and/or Proxy Statement, please make that request in person, in writing, or by
telephone to: Secretary, CNB Corporation, P. O. Box 10, Cheboygan, MI 49721.
Telephone: 231-627-7111 or 1-888-627-7800.

SHAREHOLDER PROPOSALS

Any shareholder proposal to be considered by the Corporation for inclusion
in the 2005 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, 2004.

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 2003 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 16, 2004

APPENDIX A

CNB CORPORATION
AUDIT COMMITTEE CHARTER

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 members of the Board of
Directors who qualify as "independent directors" under the NYSE Standards of
Independence. At least one member must have expertise in accounting or other
aspects of financial management and all members are expected to be financially
literate or to gain such literacy after appointment. The Audit Committee shall
meet at least quarterly each year and more frequently as circumstances may
require.

PURPOSE

The Audit Committee shall assist the Board of Directors in fulfilling its
responsibility to shareholders, potential shareholders, the investment
community, and others relating to the accounting and financial reporting
processes and practices of the Corporation and the quality and integrity of the
financial reports of the Corporation. In so doing, the Audit Committee shall
maintain free and open means of communication between the Board of Directors,
the independent external auditors, the internal auditors and the management of
the Corporation.

RESPONSIBILITIES AND AUTHORITY

The Audit Committee is responsible for determining the specific policies and
procedures it needs to carry out its responsibilities and believes such policies
and procedures should remain flexible, in order to best react to changing
conditions and to ensure to the Board of Directors and shareholders that the
accounting and financial reporting practices of the Corporation are in
accordance with all requirements and are of the highest quality. The Audit
Committee shall have the following responsibilities and authority:

- - Appoint, evaluate and, where appropriate, replace, and approve the
compensation of the independent external auditors engaged to audit the
financial statements of the Corporation or perform other audit, review or
attest services. The independent external auditors shall report directly
to the Audit Committee and the Committee shall oversee the work of the
independent external auditors, including resolution of any disagreements
between management and the independent external auditors.

- - Pre-approve all audit and permitted non-audit services of the independent
external auditors and approve all engagement fees and terms in accordance
with the Audit and Non-Audit Services Pre-Approval Policy.

- - Review at least annually all relationships between the independent
external auditors and the Corporation to assess the auditors' independence
and their compliance with auditing rules and standards, including the
rotation of lead audit and concurring review partners.

- - Review and discuss with the independent external auditors and management
the scope of the proposed audit for the current year and the audit
procedures to be utilized. Receive and review the results of the audit,
including any comments or recommendations of the independent external
auditors and management's response to them.

- - Review with the independent external auditors and the internal auditors
the adequacy and effectiveness of the accounting and financial controls of
the Corporation 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 will be given to
the adequacy of such internal controls to expose inaccurate, incomplete or
unauthorized transactions, deficiencies in the safeguarding of assets,
unreliable financial and regulatory reporting, and deviations from laws,
regulations, corporate policies or the code of conduct.

- - Annually evaluate the adequacy and effectiveness of the internal audit
function including its structure and appoint, replace, and approve the
compensation of any outside audit firm performing any of the internal
audit functions. Review and approve the proposed risk assessment and the
internal audit plan for the coming year and the coordination of such plan
with the independent external auditors.

- - Review and approve the appointment, replacement, reassignment or dismissal
of the manager of internal audit. Annually evaluate the competence and
performance of the manager of internal audit, limiting senior management's
input into the evaluation to administrative details.

- - Receive and review at each regular meeting a summary of findings and
recommendations from completed internal audits, together with management's
response where appropriate, and a progress report on the internal audit
plan, with explanations for any deviations from the approved plan.

- - Provide sufficient opportunity for the Audit Committee to meet separately
with the internal auditors and the independent external auditors, without
members of management present, to discuss the results of their
examinations or any other matters either of the parties believe should be
discussed privately.

- - Review and discuss with management and the independent external auditors
the audited financial statements prior to their being included in the
annual report to shareholders or reports to be filed with the Securities
and Exchange Commission or other regulators, and discuss with the
independent external auditors any matters required to be communicated to
the Audit Committee by the independent external auditors under generally
accepted auditing standards.

- - Review and discuss with management and the independent external auditors
the interim financial statements prior to their being included in reports
to be filed with the Securities and Exchange Commission or other
regulators and discuss with the independent external auditors any matters
required to be communicated to the Audit Committee by the independent
external auditors under generally accepted auditing standards.

- - Review with the independent external auditors, internal auditors and
management changes and developments in accounting, financial reporting, or
auditing standards and principles, or any other legal or regulatory
matters that may have a significant effect on the Corporation's financial
statements or the audit process.

- - Issue the report required by the Securities and Exchange Commission to be
included in the Corporation's annual proxy statement and cause a copy of
this Audit Committee Charter, as it may be amended from time to time, to
be published in the annual proxy statement in compliance with applicable
rules and regulations.

- - Establish and maintain procedures for the receipt, retention and treatment
of complaints regarding accounting or auditing matters, including
procedures necessary to receive and respond to confidential and anonymous
submissions by employees regarding questionable accounting or auditing
matters. Investigate any matter brought to its attention within the scope
of its responsibilities, with full access to all books, records,
facilities and personnel of the Corporation, and with the power to retain
outside counsel or other experts for this purpose.

- - Keep written minutes of all Audit Committee meetings and report to the
Board of Directors on matters discussed and all actions taken at each
meeting.

- - Review at least annually the adequacy of this Charter and recommend any
proposed changes to the Board of Directors for approval.

APPENDIX B

ARTICLE III
DIRECTORS

SECTION 2. NOMINATION OF DIRECTORS. Nominations of persons for election to
the board of directors may be made by or at the direction of the board of
directors, by any nominating committee or person appointed by the board of
directors, or by any shareholder entitled to vote at a meeting at which one or
more directors will be elected who submits timely written notice of any
nomination to the secretary of the corporation.

To be timely, a shareholder's notice shall be delivered to, or mailed and
received at, the principal business office of the corporation not less than
ninety (90) days nor more than one hundred twenty (120) days prior to the
scheduled date of the annual meeting of shareholders, regardless of any
postponements, deferrals or adjournments of that meeting to a later date. To be
timely in the case of a special meeting of the shareholders or in the event that
the date of the applicable annual meeting is changed by more than thirty (30)
days from its scheduled date, a shareholder's notice must be received no later
than the close of business on the tenth (10th) day following the earlier of the
day on which notice of the meeting date was mailed or the day public disclosure
of the meeting was made.

To be in proper written form, a shareholder's notice must set forth or
include (1) the name and address, as they appear on the records of the
corporation, of the shareholder giving the notice and of the beneficial owner,
if any, on whose behalf the nomination is made; (2) a representation that the
shareholder giving the notice is a holder of record entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or

persons specified in the notice; (3) the class and number of shares of the
capital stock of the corporation beneficially owned and of record by the
shareholder giving the notice and by the beneficial owner, if any, on whose
behalf the nomination is made; (4) any material interest or relationship that
the shareholder giving the notice and/or the beneficial owner, if any, on whose
behalf the nomination is made may have with each proposed nominee; (5) the name,
address, age, principal occupation or employment, and such other information for
each proposed nominee as would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated, or intended to be nominated, by the board of
directors; and (6) a signed consent of each proposed nominee to serve as a
director of the corporation if so elected.

No person shall be eligible for election as a director unless such person
has been nominated in accordance with the procedures prescribed herein. If the
facts warrant, the person presiding at the meeting will determine and declare to
the meeting that a nomination does not satisfy the foregoing requirements and
the defective nomination shall be disregarded. Nothing in this Section shall be
construed to affect the requirement for proxy statements of the corporation
under Regulation 14A of the Securities Exchange Act of 1934, as amended.

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CNB CORPORATION

303 North Main Street
Cheboygan, Michigan 49721

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 2004

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 19, 2004, at the Annual Meeting of
Shareholders to be held May 18, 2004, and at any adjournment thereof.

1. In the election of nine directors to be elected for terms expiring in 2005:

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

-25-

The undersigned shareholder instructs the Proxies to vote as specified in
this Proxy on the matters described in the Proxy Statement dated April 16, 2004.
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 2003 Annual Report
to Shareholders, and the Notice of Meeting and Proxy Statement, both dated April
16, 2004.

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:____________, 2004 _______________________________________
Signature

Brokers-Number of Shares ___________ _______________________________________
Signature

_______________________________________
Signature

IF YOU SHARE AN ADDRESS WITH ONE OR MORE OTHER SHAREHOLDERS, A SINGLE COPY OF
THE ANNUAL REPORT AND/OR PROXY STATEMENT IS BEING PROVIDED TO YOU AND THE OTHER
SHAREHOLDERS. IF YOU WISH TO RECEIVE A SEPARATE COPY OF THE ANNUAL REPORT AND/OR
PROXY STATEMENT, PLEASE MAKE THAT REQUEST IN PERSON, IN WRITING, OR BY TELEPHONE
TO: SECRETARY, CNB CORPORATION, P. O. BOX 10, CHEBOYGAN, MI 49721. TELEPHONE:
231-627-7111 OR 1-888-627-7800.

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

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