NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT
                  TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT


                           CHANGE OF CONTROL AGREEMENT

         This Agreement is entered into as of this ___ day of ___________,  1999
by   and   between    Community    Bankshares,    Inc.   (the   "Company")   and
_________________________________ (the "Employee").

         The principal  purpose of this agreement is to protect Employee against
a Change in Control of the  Company  as  defined in Item 1 below.  Employee  is,
however, an employee at will, and this agreement is not an employment  agreement
and shall not create for Employee any right to continued employment.

         In consideration of services  previously provided to the Company by the
Employee,  and Employee's  willingness to continue  employment with the Company,
the parties hereby agree as follows:

1. In the event that,  within five years after the date of this  Agreement,  any
Change of Control (as defined  below) of the Company is effected,  then Employee
shall be entitled to the following benefits:

         (a) If  Employee  terminates  his  employment  with the  Company  or is
         terminated  by the Company at any time within the six months  following
         the  effective  date of an event  listed in 1(i),  (ii),  (iii) or (iv)
         above,  upon such termination  Employee shall be entitled to a lump sum
         payment  equal to twice the  Employee's  annual salary in effect at the
         date of termination.

         (b) If, however,  the amount of any lump-sum payment in (a) above, plus
         any other amount  treated as a parachute  payment under Section 280G of
         the Internal Revenue Code equals or exceeds three times the base amount
         described in Section 280G of the Internal Revenue Code, then the amount
         due hereunder shall be adjusted to have a value for purposes of Section
         280G of three times the base amount less $100.

         (c) Any amount paid pursuant to this Agreement will be deemed severance
         pay.  Employee  shall not be under any duty to mitigate  damages and no
         income  received by  Employee  thereafter  shall  reduce the amount due
         Employee hereunder.

         A  "Change  of  Control"  of the  Company  shall be deemed to have been
effected  for  purposes of this  agreement  if either (i) voting  control of the
Company is acquired,  directly or  indirectly,  by any person or group acting in
concert,  (ii) the  Company  is  merged  with or into any other  entity  and the
Company is not the surviving  entity of the merger,  (iii) voting control of any
subsidiary of the Company by which subsidiary  Employee is principally  employed
is acquired,  directly or indirectly,  by any person or group acting in concert,
or (iv) any subsidiary of the Company by which employee is principally  employed
is merged with or into  another  entity  which is not also a  subsidiary  of the
Company and such subsidiary is not the surviving entity of the merger.

2. Commencing on the first anniversary after the date of this Agreement,  and on
each  annual   anniversary   thereafter,   the  term  of  this  agreement  shall
automatically  be extended for an additional  year,  unless 30 days prior to the
anniversary  the Company  gives notice to the Employee that the term will not be
extended.

3. Nothing  herein shall deprive  Employee of any vested  benefits that Employee
has in any  Company  retirement  or other  employee  benefit  plan.  The payment
provided for in Section 1 is in addition to any other amount due to Employee.


<PAGE>

4. This agreement shall inure to the benefit of and be enforceable by Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If Employee should die after the occurrence
of a Change of Control  and while any amount  would still be payable to Employee
hereunder if Employee had continued to live, all such amounts,  unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Employee's  devisee,  legatee or designee or, if there be no such  designee,  to
Employee's estate.

5. No provision of this Agreement may be modified,  waived or discharged  unless
such  modification,  waiver or  discharge  is  agreed to in a writing  signed by
Employee  and the  Chairman  of the  Board  of the  Company.  No  agreements  or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject matter hereof have been made by either party which are not expressly set
forth  in  this  agreement.  The  validity,  interpretation,   construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
South Carolina.

6. The invalidity or  unenforceability  of any provision of this Agreement shall
not  affect  the  validity  or  enforceability  of any other  provision  of this
Agreement, which shall remain in full force and effect.

7. Any dispute or controversy arising under or in connection with this Agreement
shall be settled  exclusively by arbitration in Orangeburg,  South Carolina,  by
three  arbitrators  in  accordance  with the rules of the  American  Arbitration
Association then in effect. Judgment may be entered on the arbitrators' award in
any court having  jurisdiction.  The Company  shall bear all costs and expenses,
including Employee's  reasonable attorneys' fees, arising in connection with any
arbitration proceeding pursuant to this Section.

8. Should the Company  merge or  consolidate  with another  corporation  and the
Company is not the surviving corporation in such a merger or consolidation,  the
Company  will obtain as a  condition  of merger or  consolidation  assent to and
assumption  of this  Agreement by the  corporation  which will be the  surviving
corporate  entity in such  merger or  consolidation.  Upon  consummation  of the
consolidation  or merger,  the term  "Company"  shall mean the corporate  entity
which is the survivor of the merger or consolidation.

         In witness whereof,  the parties hereto have executed this Agreement as
of the date first above written.

EMPLOYEE:                             EMPLOYER:
                                      Community Bankshares, Inc.


                                      By: