8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 19, 2007

CNB CORPORATION

(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization) 0-28388
(Commission
file number) 38-2662386
(I.R.S. Employer
Identification No.)

303 North Main Street, Cheboygan MI 49721
(Address of principal executive offices, including Zip Code)

(231) 627-7111
(Registrant’s telephone number, including area code)

NO CHANGE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On July 19, 2007 Vincent Hillesheim Chairman of CNB Corporation (“Corporation”) announced that, effective December 31, 2007, James C. Conboy, Jr., will retire from the positions of President & Chief Executive Officer of CNB Corporation and its wholly owned subsidiary Citizens National Bank (“Bank”). Mr. Conboy will remain in his current position on the board of both organizations as well as assuming the position of Senior Advisor.

(c) Upon Mr. Conboy’s retirement Susan Eno will assume the positions vacated by Mr. Conboy. Ms. Eno, age 53, has been an officer of the Corporation since 1996 and an employee of the Bank since 1971. She has been in her current position for more than 10 years. The board of directors of the Bank appointed Ms. Eno to the Bank’s board at its July 12, 2007 meeting.

ITEM 8.01. Other Events

On July 19, 2007, CNB Corporation issued a quarterly shareholder brochure in which it announced earnings for the second quarter of 2007.

A copy of the information contained in the Corporation’s brochure is attached hereto as Exhibit 99 and is hereby incorporated by reference into this Form 8-K, and made a part hereof.

ITEM 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit 99 Quarterly brochure of CNB Corporation dated July 18, 2007

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CNB Corporation
(Registrant)
 

/s/ James C. Conboy, Jr.  

James C. Conboy, Jr. 

President and Chief Executive Officer 

Dated: July 19, 2007

EX-99

Exhibit 99

Quarterly Shareholder Brochure of CNB Corporation

July 18, 2007

Dear Shareholder,

At the organizational meeting held May 15, 2007 Vincent Hillesheim was reelected Chairman of the Board of CNB Corporation and Citizens National Bank. This will be Vince’s second year as Chairman; I very much appreciate the support and assistance he has rendered.

Notwithstanding the economic conditions in Michigan, the bank is holding its own. Net income for the Corporation for the six months ended June 30, 2007 decreased 15.3% to $1,431,000, or $1.15 basic earnings per share compared to $1,690,000, or $1.37 basic earnings per share for the same period last year. The 2006 net income included income of $336,000 or $.27 basic earnings per share from the sale of property to Walgreens.

Deposits as of June 30, 2007 increased 4.1% to $230.6 million, compared with $221.4 million the same time last year. Assets of the Corporation at the end of the first six months were $261.2 million, compared with $251.6 million last year, an increase of 3.8%. As with last year at this time the good news in this report is that our loan portfolio grew from $165.3 million to $174.3 million in the last year; our loan portfolio interest income increased $557,000 over last year which assisted in offsetting the $860,000 increase in interest paid to our depositors over last year.

At its June meeting the board declared a $0.42 per share dividend payable to shareholders of record June 28, 2007. This dividend, equal to the first quarter’s dividend, was paid to shareholders on July 10, 2007.

On July 1^st we launched our new service charge “free” consumer checking account with free online bill pay. The new account provides customers with upgrade options to include free check printing, personal identity protection, savings on pharmacy, vision, hearing and travel expenses, as well as shopping discounts. The product roll out includes not only our existing customers but also markets to those in our service area who presently do not have their checking accounts with our bank.

Lastly, I want to inform you that I will retire as president and chief executive officer of the corporation and its subsidiary, Citizens National Bank, at the end of the year. I thank you, the shareholders of CNB Corporation, for giving me the privilege of leading this great organization for these past years. While I am leaving the position of president and chief executive officer I will continue my board position which began in 1983 and will act as Senior Advisor to management. The board, with my wholehearted endorsement, has selected Executive Vice President and Cashier Susan A. Eno to succeed me. Sue will do an excellent job; her 35 year tenure at the bank has already proven her capabilities.

Sincerely,
James C. Conboy, Jr.
President and CEO

CNB Corporation
Consolidated Balance Sheets
(UNAUDITED)

in thousands of dollars

	June 30,
	2007			2006
ASSETS
Cash and due from banks	$	6,548		$	8,747
Interest-bearing deposits with other financial institutions		1,246			0
Federal funds sold		7,328			3,119
Total cash and cash equivalents		15,122			11,866
Securities available for sale		51,813			58,009
Securities held to maturity (market value of $5,472 in 2007 and $4,851 in 2006)		5,431			4,843
Other securities		1,008			1,053
Total investment securities		58,252			63,905
Loans		174,250			165,297
Less allowance for loan losses		(1,606	)		(1,487	)
Loans, Net		172,644			163,810
Premises and equipment, net		6,483			5,714
Other assets		8,656			6,335
Total assets	$	261,157		$	251,630
LIABILITIES
Deposits
Noninterest-bearing demand	$	41,643		$	40,424
Interest-bearing deposits		188,907			180,997
Total deposits		230,550			221,421
Other liabilities		5,179			4,946
Total liabilities		235,729			226,367
SHAREHOLDERS’ EQUITY
Common Stock		3,099			3,097
Surplus		20,482			20,459
Retained Earnings and Accumulated other Comprehensive Income/(Loss)		1,847			1,707
Total shareholders’ equity		25,428			25,263
Total liabilities and shareholders’ equity	$	261,157		$	251,630

Consolidated Statement of Income
(Unaudited)

in thousands of dollars

Six months ended June 30,

	2007		2006		2005
INTEREST INCOME
Interest and fees on loans	$	6,386	$	5,829	$	5,024
Interest on securities:
Taxable		932		909		1,046
Tax exempt		238		237		304
Other interest income		450		160		107
Total interest income		8,006		7,135		6,481
INTEREST EXPENSE ON DEPOSITS		2,986		2,126		1,379
NET INTEREST INCOME		5,020		5,009		5,102
Provision for loan losses		138		60		60
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		4,882		4,949		5,042
NONINTEREST INCOME
Service charges and fees		572		469		457
Net realized gains from sale of loans		63		82		112
Loan servicing fees, net of amortization		67		59		57
Gain on sale of premises and equipment		0		509		0
Gain on life Insurance		39		0		300
Other income		97		92		103
Total noninterest income		838		1,211		1,029
NONINTEREST EXPENSES
Salaries and benefits		2,129		2,163		2,033
Occupancy		586		537		419
Supplies		113		111		92
Other expenses		900		976		1,216
Total noninterest expenses		3,728		3,787		3,760
INCOME BEFORE INCOME TAXES		1,992		2,373		2,311
Income tax expense		561		683		574
NET INCOME	$	1,431	$	1,690	$	1,737
BASIC NET INCOME PER SHARE	$	1.15	$	1.37	$	1.40