Exhibit 10-1

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

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This  Amended and Restated  Agreement  (as amended and  restated,  this
"Agreement") is entered into as of the 7th day of December, 2007, by and between
COMMUNITY   BANKSHARES,   INC.  (the  "Company"),   and  SAMUEL  L.  ERWIN  (the
"Employee").

                                    RECITALS:

         A. The Company and the Employee entered into an Employment Agreement as
of January 1, 2005 (the "Original Agreement").

         B. The Company  wishes to continue to employ  Employee as an  executive
officer and to assure the Employee's  continued employment with the Company, and
the Employee has agreed to continue to accept such employment.

         C. The Company and the Employee  continue to mutually desire that their
employment  relationship  be set forth  under the terms of a written  employment
agreement.

         D. The Company and the Employee desire to amend the Original  Agreement
in compliance  with Internal  Revenue Code Section 409A and  associated  federal
regulations.

         In  consideration  of the  foregoing  and of the  promises  and  mutual
agreements  set forth  below,  and other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties hereto do
hereby agree to amend and restate the Original Agreement as follows:

         1.  Employment.  The  Company  agrees to employ the  Employee,  and the
Employee agrees to accept employment and to serve the Company,  on the terms and
conditions set forth herein.

         2. Term of  Employment.  The employment of the Employee by the Company,
as  provided  under  Section  1,  commenced  on January 1, 2005 and shall end on
January 1, 2008 (the "Term of  Employment")  unless further  extended in writing
with express  reference to this  Agreement or sooner  terminated as  hereinafter
provided.  Commencing  on  January  1,  2008,  and on  each  annual  anniversary
thereafter,  the Term of  Employment  shall  automatically  be  extended  for an
additional year unless 90 days prior to the anniversary the Company gives notice
to the Employee  that the Term of  Employment  will not be  extended.  Except as
otherwise provided expressly herein, the provisions of this Agreement related to
Employee's  employment  will not apply after the Term of Employment  has expired
and any continuing employment of the Employee thereafter will be at-will and not
subject to the terms and conditions of this Agreement.

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         3. Position and Duties.  The Employee shall serve on a full-time  basis
as Chief  Executive  Officer of the Company and shall have the  authority and be
responsible  for all duties and  responsibilities  as set forth in Appendix A to
this Agreement and shall assume such additional  responsibilities  and authority
as may from time to time be  assigned  to him by the Board of  Directors  of the
Company.  The Employee shall perform his responsibilities and duties in the best
interests of the Company.

         4. Place of Performance.  In connection with the Employee's  employment
hereunder,  the Employee  shall be based  initially at the  Company's  corporate
headquarters located in Orangeburg, South Carolina, subject to reasonable travel
or  relocation  as  necessary  to carry out the  business of the Company and his
duties hereunder.

         5.  Compensation  and  Benefits.  In  consideration  of the  Employee's
performance of his duties hereunder, the Company shall provide the Employee with
the following compensation and benefits during the Term of Employment hereunder.

                  a. Base Salary.  During  2007,  Employee  shall  receive a per
         annum base  salary of  $204,250.00;  and during  2008,  Employee  shall
         receive a per annum base salary of  $219,570.00.  After the first three
         years of his employment,  and during the Term of Employment  under this
         Agreement,  the Company's Board of Directors  periodically  will review
         and may increase (but not decrease)  the  Employee's  base salary rate,
         all in accordance with the Company's salary administration policies and
         procedures  in effect  from time to time,  and each  change in the base
         salary  amount  listed in this Section shall become the new base salary
         amount.  Base salary shall be payable in equal  installments in arrears
         on the last day of the month or on such other  payroll  schedule  as is
         used by the Company  for other  employees.  The  Company  shall have no
         obligation  to  increase  the  Employee's   base  salary  rate  at  any
         particular  time or in any  particular  amount,  and any such  increase
         shall be in the sole and absolute  discretion of the Board of Directors
         of the Company.

                  b. Bonus and Incentive  Compensation.  For 2007,  the Employee
         shall be eligible for a potential maximum bonus of $45,750.00;  and for
         2008, the Employee  shall be eligible for a potential  maximum bonus of
         $55, 430.00. The eligibility criteria for such bonuses are set forth in
         Appendix  B hereto.  After his first  three  years of  employment,  the
         Company  shall pay to the  Employee  with  respect  to each  subsequent
         fiscal year during the Term of Employment  hereunder,  such cash bonus,
         if any, as shall be determined  pursuant to a bonus plan adopted by the
         Board of Directors of the Company for key  employees.  Any such bonuses
         shall be paid on the 15th day of the third month  following  the end of
         the  calendar  year in which  such bonus is earned.  In  addition,  and
         without diminution of any other compensation or benefit provided for in
         this   Agreement,   the  Employee  may  be  given  the  opportunity  to
         participate in other incentive  compensation  plans that may be adopted
         by the Company,  which participation  opportunity may be offered to the
         Employee  in the  sole  discretion  of the  Board of  Directors  of the
         Company.



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<PAGE>

                  c. Stock Options.  The Company has  previously  granted to the
         Employee  pursuant to the Original  Agreement  nonqualified  options to
         purchase  30,000  shares of the Company's  common  stock.  The exercise
         price of all of the  options is equal to the fair  market  value of the
         Company's  common stock on the dates of grant, as determined  under the
         Company's 1997 Stock Option Plan. Each set of options vested upon grant
         and shall be exercisable  for a period of five years after the dates of
         grant.

                  d.  Automobile  Allowance.   The  Company  shall  provide  the
         Employee with a $9,000.00 annual automobile allowance.

                  e. Life Insurance. The Company shall provide the Employee with
         one or more life insurance  policies  insuring the life of the Employee
         with an aggregate  death  benefit of at least  $1,000,000  payable to a
         beneficiary  or  beneficiaries  designated  by the  Employee  or to the
         estate of the Employee.  Employee  shall  cooperate with the Company in
         obtaining such policy or policies.

                  f.  Country  Club and Civic Club Dues.  The Company  shall pay
         reasonable dues on behalf of the Employee for one country club approved
         by the  Compensation  Committee  of the Board and shall pay  reasonable
         dues for civic  organizations  to which the  Employee  belongs  for the
         benefit of the Company and which have been approved by the Compensation
         Committee of the Board.

                  g. Deferred  Compensation.  The Employee  shall be entitled to
         participate  in the  Company's  401(k) Plan and the Company shall match
         100% of the first 3% of salary that the Employee defers each year.

                  h. Health and Dental  Insurance.  The Company will provide the
         Employee with health and dental insurance coverage on the same basis as
         such coverage is provided for other executive officers of the Company.

                  i. Expenses.  The Company shall reimburse the Employee for all
         proper and reasonable  out-of-pocket  expenses incurred by the Employee
         in his performance of services  hereunder,  including all such expenses
         of travel and living  expense  while away from home on  business of the
         Company and mileage for  out-of-town  business  use of his  automobile,
         provided   that  such  expenses  are  incurred  and  accounted  for  in
         accordance with the regular policies and procedures  established by the
         Company from time to time.

                  j.  Vacations.  The Employee  shall be entitled to 15 vacation
         days in each calendar year, as well as to all paid holidays provided by
         the Company to its employees.  The Employee will not be entitled to any
         additional pay for unused vacation.

                  k. Moving Expenses.  The Company shall either pay directly, or
         reimburse the Employee for, reasonable expenses of moving his residence
         to Orangeburg, South Carolina.

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<PAGE>

                  l. Other Benefits.  The Employee shall be entitled to share in
         any other employee  benefits  generally  provided by the Company to its
         most highly ranking executives for so long as the Company provides such
         benefits.  The Employee  shall also be entitled to  participate  in all
         other benefits accorded generally to Company employees.

         6. Compensation and Benefits in the Event of Termination.  In the event
of the  termination  of the  Employee's  employment  by  the  Company  or by the
Employee during the term of this Agreement,  compensation  and benefits shall be
paid as set forth below.

                  a. Definitions.  For purposes of this Agreement, the following
         terms shall have the meanings indicated:

                           (i) "Cause" shall mean:

                                    (A) the breach by Employee  of any  material
                           provision of this  Agreement,  provided  that Company
                           gives the Employee  written notice of such breach and
                           such  breach is not  cured  within  thirty  (30) days
                           thereafter;

                                    (B) the willful and continued failure by the
                           Employee to  substantially  perform his duties  under
                           this Agreement  (other than the Employee's  inability
                           to perform, with or without reasonable accommodation,
                           resulting  from his  incapacity  due to  physical  or
                           mental  illness  or  impairment),  after a demand for
                           substantial  performance  is  delivered to him by the
                           Company,  which demand  specifically  identifies  the
                           manner in which the  Employee  is alleged to have not
                           substantially performed his duties;

                                    (C) the willful  engaging by the Employee in
                           misconduct (criminal,  immoral or otherwise) which is
                           materially injurious to the Company, its subsidiaries
                           or    their    respective    officers,     directors,
                           shareholders,  employees, or customers, monetarily or
                           otherwise;

                                    (D) the Employee's conviction of a felony;

                                    (E)  the  commission  in the  course  of the
                           Employee's   employment   of   an   act   of   fraud,
                           embezzlement,  theft  or  proven  dishonesty,  or any
                           other illegal act or practice, which would constitute
                           a  felony,  (whether  or not  resulting  in  criminal
                           prosecution or conviction),  or the commission of any
                           act or  practice  which  resulted  in the  Employee's
                           becoming  unbondable  under the  Company's  "banker's
                           blanket bond;" or

                                    (F)  the   suspension   or  removal  of  the
                           Employee, or the issuance of an order prohibiting the
                           Employee from  associating with the Company or any of
                           its   subsidiaries,   by  federal  or  state  banking
                           regulatory  authorities acting under lawful authority
                           pursuant  to  provisions  of  federal or state law or
                           regulation which may be in effect from time to time.

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<PAGE>

                           (ii) A "Change of Control"  of the  Company  shall be
                  deemed to have been effected for purposes of this Agreement on
                  the date:

                                    (A) any one person,  or more than one person
                           acting as a group, acquires ownership of stock of the
                           Company that, together with stock held by such person
                           or  group,  constitutes  more  than 50% of the  total
                           voting power of the Company's stock; or

                                    (B) any one person,  or more than one person
                           acting as a group,  acquires within a 12-month period
                           ownership of the Company's stock possessing more than
                           50% of the total voting power of the Company's stock;
                           or

                                    (C) the  Company is merged  with or into any
                           other entity and the persons who were shareholders of
                           the  Company  immediately  prior to the merger do not
                           continue to own stock having voting control over more
                           than 50% of the voting  securities  of the  surviving
                           entity immediately after the merger.

                           (iii) "Date of Termination" shall mean:

                                    (A)  if   the   Employee's   employment   is
                           terminated by reason of his death, his date of death;

                                    (B)  if   the   Employee's   employment   is
                           terminated  for  Disability,  thirty  (30) days after
                           Notice of  Termination  is given  (provided  that the
                           Employee  shall not have returned to the  performance
                           of his duties as provided under sub-paragraph (iv) of
                           this paragraph 6.a); or

                                    (C)  if   the   Employee's   employment   is
                           terminated  for Good Reason,  the 31st day  following
                           the date of  Employee's  notice to the Company of the
                           existence of a condition constituting Good Reason, if
                           the Company shall have failed to remedy the condition
                           by the end of the  30th  day  following  the  date of
                           Employee's notice; or

                                    (D)  if   the   Employee's   employment   is
                           terminated  by action  of either  party for any other
                           reason,   the  date   specified   in  the  Notice  of
                           Termination; provided, however, that if within thirty
                           (30) days after any Notice of  Termination  is given,
                           the  party   receiving  such  Notice  of  Termination
                           notifies  the  other  party  that  a  dispute  exists
                           concerning the  termination,  the Date of Termination
                           shall be the date on which  the  dispute  is  finally
                           resolved,  either by mutual written  agreement of the
                           parties, or by a final arbitration award or judgment,
                           order or decree of a court of competent  jurisdiction
                           (the time for appeal  therefrom having expired and no
                           appeal having been perfected).

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<PAGE>

                           (iv) "Disability" or "Disabled" shall mean:

                                    (A) the  Employee is unable to engage in any
                           substantial   gainful   activity  by  reason  of  any
                           medically  determinable physical or mental impairment
                           that can be  expected  to  result  in death or can be
                           expected to last for a continuous  period of not less
                           than 12 months; or

                                    (B)  the  Employee  is,  by  reason  of  any
                           medically  determinable physical or mental impairment
                           that can be  expected  to  result  in death or can be
                           expected to last for a continuous  period of not less
                           than 12 months, receiving income replacement benefits
                           for a period of not less than three  months  under an
                           accident  and health plan  covering  employees of the
                           Company; or

                                    (C) the Employee has been  determined  to be
                           totally    disabled    by   the    Social    Security
                           Administration or Railroad Retirement Board; or

                                    (D) the Employee has been  determined  to be
                           disabled in  accordance  with a disability  insurance
                           program provided by the Company and in which Employee
                           participates,   provided   that  the   definition  of
                           disability  applied under such  disability  insurance
                           program  complies with the requirements of (A) or (B)
                           of this subparagraph (iv) listed above.

                           (v) "Good Reason" for termination of employment shall
                  mean, without Employee's consent :

                                    (A)  Failure by the  Company to comply  with
                           any material provision of this Agreement; or

                                    (B) A material  diminution of the Employee's
                           authority and duties hereunder; or

                                    (C) A material  diminution in the Employee's
                           base compensation;

                           provided, however, the Employee must give the Company
                           notice  of  the  existence  of  one  or  more  of the
                           conditions set forth in this subsection 6.a(v) within
                           90 days after the initial existence of the condition,
                           and the  Company  shall  have 30 days to  remedy  the
                           condition.

                           Any  termination  of  employment by Employee for Good
                           Reason shall constitute an involuntary termination of
                           employment.

                           (vi)  "Notice  of  Termination"  shall mean a written
                  notice which shall include the specific termination  provision


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<PAGE>

                  under  this  Agreement  relied  upon,  and  shall set forth in
                  reasonable  detail  the facts  and  circumstances  claimed  to
                  provide a basis for termination of the Employee's  employment.
                  Any  purported   termination  of  the  Employee's   employment
                  hereunder by action of either party shall be  communicated  by
                  delivery of a Notice of Termination to the other party, except
                  in the event of Employee's  death or termination of employment
                  by the Employee for Good Reason. Any purported  termination of
                  the  Employee's  employment  by action of the Company which is
                  not  effected  pursuant  to  a  Notice  of  Termination  shall
                  constitute a material breach of this Agreement.

                           (vii)  "Retirement"  shall  mean  termination  of the
                  Employee's   employment  pursuant  to  the  Company's  regular
                  retirement  policy  applicable  to the  position  held  by the
                  Employee at the time of such termination.

                           (viii)  "Board of  Directors"  shall include any duly
                  authorized committee of the Board of Directors.

                  b. Termination Within Six Months After a Change of Control.

                           (i) If (i) within six months  following the effective
                  date of Change of Control, Employee's employment is terminated
                  by the Company,  or (ii) Employee  notifies the Company within
                  six months following the effective date of a Change of Control
                  of the existence of a condition  constituting  Good Reason for
                  termination  of  his  employment,  and  Employee's  employment
                  subsequently  terminates as a result of the Company's  failure
                  to remedy the condition by the end of the cure period provided
                  in the definition of Good Reason,  then upon such  termination
                  Employee  shall be  entitled  to a lump sum  payment  equal to
                  twice the  Employee's  annual base salary  amount in effect at
                  the Date of Termination;  provided, however, if Employee shall
                  have  terminated his employment for Good Reason as a result of
                  a material  diminution in his base  compensation,  his "annual
                  base salary" for purposes of this subsection 6.b(i) shall mean
                  his annual base salary as in effect  immediately prior to such
                  material diminution in base compensation. Any payment pursuant
                  to this Section 6.b(i) shall be made within five business days
                  following  the  Date  of  Termination,  except  to the  extent
                  Section 19 of this Amended Agreement applies. If, however, the
                  amount of any such  lump sum  payment,  plus any other  amount
                  treated  as a  parachute  payment  under  Section  280G of the
                  Internal  Revenue  Code,  as amended,  (the "Code")  equals or
                  exceeds the base amount  described in such Section 280G,  then
                  the amount due hereunder  shall be adjusted to have a value of
                  three times the base amount under Section 280G less $100.

                           (ii) This paragraph 6.b. was initially  effective for
                  a period of five years from the effective date of the Original
                  Agreement;  provided,  however,  that commencing on January 1,
                  2006,  and  on  each  annual   anniversary   thereafter,   the
                  effectiveness  of this paragraph 6.b. shall  automatically  be
                  extended for an additional  year,  unless 30 days prior to the
                  anniversary  the Company gives notice to the Employee that the
                  effectiveness of this paragraph 6.b. will not be extended.

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                           (iii) Any amount paid under this  paragraph 6.b. will
                  be deemed  severance pay.  Employee will not be under any duty
                  to  mitigate  damages  and  no  income  received  by  employee
                  thereafter shall reduce the amount due Employee hereunder.

                           (iv) 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 but
                  not be in the employ of the Company, all such amounts,  unless
                  otherwise  provided  herein,  shall be paid in accordance with
                  the terms of this  Agreement  to  Employee's  devisee or other
                  designee  or,  if there be no such  devisee  or  designee,  to
                  Employee's estate.

                  c.  Termination  by the Company for Cause,  Termination by the
         Employee  other than for Good  Reason,  or  Termination  as a result of
         Disability,   Death,  or  Retirement.   If  the  Employee's  employment
         hereunder is terminated  during the Term of Employment by action of the
         Company  for  Cause,  by action  of the  Employee  other  than for Good
         Reason, or by reason of the Employee's death,  Disability or Retirement
         and the provisions of paragraph 6.b. above do not apply,  the following
         compensation  and benefits  shall be paid and provided the Employee (or
         his  beneficiary)  within  five  business  days  following  the Date of
         Termination:

                           (i)  The  Employee's   base  salary   provided  under
                  paragraph a. of Section 5 through the last day of the month in
                  which the Date of  Termination  occurs,  at the annual rate in
                  effect at the time  Notice of  Termination  is given (or death
                  occurs),   to  the  extent   unpaid  prior  to  such  Date  of
                  Termination;

                           (ii) Any bonus under  paragraph b. of Section 5 which
                  has been  awarded  prior to the  Date of  Termination,  to the
                  extent unpaid prior to such date;

                           (iii)  Any  benefits  to which the  Employee  (or his
                  beneficiary)  may be entitled as a result of such  termination
                  under the  terms  and  conditions  of the  pertinent  plans or
                  arrangements   in  effect  at  the  time  of  the   Notice  of
                  Termination under Section 5; and

                           (iv) Any amounts  due the  Employee  with  respect to
                  paragraphs  i.  and  k.  of  Section  5  as  of  the  Date  of
                  Termination.

                  d.  Termination by the Employee for Good Reason or Termination
         by the  Company  other  than for  Cause.  In the event  the  Employee's
         employment  hereunder is terminated during the Term of Employment other
         than by reason of the Employee's death,  Disability or Retirement,  and
         by action of the Employee for Good Reason,  or by action of the Company
         other than for Cause, and the provisions of paragraph 6.b. above do not
         apply,  the Company shall pay and provide the Employee the compensation
         and benefits  stipulated under paragraph 6.c.  immediately above within
         five  business  days  following  the  Date  of  Termination;  provided,
         however,   in  addition  thereto  and  without  setoff,  the  following
         compensation shall be paid and provided the Employee:

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                           (i)  For the  Term  of  Employment  that  would  have
                  remained  immediately  prior to the Date of Termination  under
                  this Agreement but for the termination,

                                    (A) the Company shall continue to pay to the
                           Employee the base salary provided for in Section 5.a.
                           above (at the  Employee's  base salary rate  provided
                           for in that Section  immediately prior to the Date of
                           Termination;  provided,  however,  if Employee  shall
                           have  terminated  his employment for Good Reason as a
                           result  of  a   material   diminution   in  his  base
                           compensation,  his "annual  base salary" for purposes
                           of this  subsection  6.d(i)(A)  shall mean his annual
                           base  salary as in effect  immediately  prior to such
                           material diminution in base compensation); and

                                    (B)  at  its  sole  cost  and  expense,  the
                           Company will  continue to provide the  Employee  with
                           the  insurance  coverages  he  would  have had had he
                           remained  as an  employee  of  the  Company  or  with
                           insurance coverages substantially equivalent thereto,
                           or,  at the  Company's  request  (and so long as such
                           coverage  reasonably  can be obtained by the Employee
                           himself),  the  Employee  will  obtain  substantially
                           equivalent   insurance   coverages   from   insurance
                           companies chosen by him and the Company promptly will
                           reimburse   Employee  for  premium   costs   actually
                           incurred by him from time to time for the same.

                           (ii) If  termination  pursuant to this paragraph 6.d.
                  shall  occur  during  the last  twelve  months  of the Term of
                  Employment, the Employee shall be entitled to receive the base
                  salary  pursuant to Section  5.a. and the  insurance  benefits
                  discussed  immediately  above for a period  of  twelve  months
                  subsequent to such termination.

                           (iii) The base salary shall continue to be payable in
                  equal installments in arrears on the last day of the month.

         Provided,  however,  if the payment under this paragraph  6.d.,  either
         alone or together with other  payments which the Employee has the right
         to receive from the Company,  would constitute a parachute  payment (as
         defined in Section  280G of the  Code),  then the amount due  hereunder
         shall be adjusted to have a value of three times the base amount  under
         Section 280G less $100.

         7.       Confidentiality.

                  a. The Employee  recognizes  that his  activities on behalf of
         the Company require  considerable  responsibility and trust. Relying on
         the ethical responsibilities and undivided loyalty of the Employee, the
         Company has and will and its  subsidiaries  have and will in the future
         entrust the Employee with highly sensitive confidential, restricted and
         proprietary information involving Confidential  Information (as defined
         below).

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                  b.  For  the   purposes  of  this   Agreement,   "Confidential
         Information"  means any data or  information,  that is  material to the
         Company or its subsidiaries,  and not generally known by the public. To
         the  extent  consistent  with the  foregoing  definition,  Confidential
         Information includes (without  limitation):  (i) the financial records,
         marketing,  profit and performance reports,  pricing manuals,  training
         manuals,  marketing and pricing  procedures,  financing  methods of the
         Company  or its  subsidiaries,  and all other  business  records of the
         Company or its  subsidiaries;  (ii) the  identities of the customers of
         the Company or its  subsidiaries,  their  specific  demands,  and their
         current and  anticipated  requirements  for the products or services of
         the Company or its subsidiaries;  (iii) the business plans and internal
         financial   statements   and   projections   of  the   Company  or  its
         subsidiaries;  and (iv) the  specifics of any  specialized  products or
         services the Company or its  subsidiaries may offer or provide to their
         customers.

                  c. The  Employee  recognizes  the  proprietary  and  sensitive
         nature of the Company's and its subsidiaries' Confidential Information.
         The  Employee  agrees  to  abide  by  all  of  the  Company's  and  its
         subsidiaries'   rules  and   procedures   designed  to  protect   their
         Confidential   Information  and  to  preserve  and  maintain  all  such
         information in strict  confidence  during the Employee's  employment by
         the  Company and as long  thereafter  as the  Confidential  Information
         remains,  in the sole  opinion  of the  Company  and its  subsidiaries,
         proprietary and confidential to the Company and its  subsidiaries.  The
         Employee  agrees  not to  use,  disclose  or in any  other  way  use or
         disseminate  any  Confidential  Information  to any person not properly
         authorized by the Company or its subsidiaries.

         8. Return of  Materials.  Upon the request of the  Company,  and in any
event,  upon the  termination  of the Employee's  employment,  the Employee must
return to the  Company or its  subsidiaries,  and leave at the  disposal  of the
Company or its subsidiaries,  all memoranda, notes, records, and other documents
pertaining  to  the  business  of  the  Company  and  its  subsidiaries,  or the
Employee's  specific  duties  for such  entities  (including  all copies of such
materials).  The Employee must also return to the Company and its  subsidiaries,
and leave at the  disposal of the Company and its  subsidiaries,  all  materials
involving any Confidential Information of the respective entities.

         9. Implementation. The covenants contained herein shall be construed as
covenants independent of one another, and as obligations distinct from any other
contract  between the Employee and the Company.  Any claim the Employee may have
against the Company shall not constitute a defense to enforcement by the Company
of this  Agreement.  The  covenants  made by the Employee  herein shall  survive
termination  of  the  Employee's  employment,   regardless  of  who  causes  the
termination and under what circumstances.

         10. Restrictive  Covenant. In consideration of the Company's employment
of the Employee,  the Employee agrees that, in addition to any other limitation,
prior to the end of the Term of Employment hereunder, the Date of Termination or
the completion of base salary payments pursuant to Section 6.d. above, whichever
is later,  he will not,  within a twenty-five  (25) mile radius of any operating


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<PAGE>

office  of  the  Company,  or any of its  subsidiaries,  manage,  operate  or be
employed by,  participate in, or be connected in any manner with the management,
operation,  or control of any business  engaged in the  businesses  in which the
Company and any or its subsidiaries are engaged on the Date of Termination.  The
Employee further agrees,  regardless of the  circumstances of the termination of
employment, that for a period of twelve (12) months after the termination of his
employment  hereunder,  or the  completion of base salary  payments  pursuant to
section 6.d. above,  he will not solicit the business or patronage,  directly or
indirectly, from any customers of the Company or any of its subsidiaries and the
Employee  will not seek to or assist  others to  persuade  any  employee  of the
Company  engaged in similar work or related to the Company's work to discontinue
employment  with the Company or seek employment or engage in any business of the
Company.  Furthermore,  the Employee will not communicate to any person, firm or
corporation any information related to customer lists, prices,  secrets or other
Confidential  Information  which he might from time to time acquire with respect
to the business of the Company or its subsidiaries,  or any of their affiliates.
The Employee agrees to disclose the contents of this Agreement to any subsequent
employer for a period of twelve (12) months  following the Date of  Termination,
or  completion  of base salary  payments  pursuant to 6.d.  above,  whichever is
later.

         11. Remedies for Breach of Employment Contract.  Irreparable harm shall
be  presumed  if the  Employee  or the  Company  breaches  any  covenant of this
Agreement.  The faithful  observance  of all  covenants in this  Agreement is an
essential condition to the Employee's employment,  and the parties are depending
upon absolute compliance.  Damages would probably be very difficult to ascertain
if any nonmonetary  covenant in this Agreement were breached.  This Agreement is
intended to protect the proprietary  rights of the Company and its  subsidiaries
in many  important  ways.  In light of these facts,  the parties  agree that any
court of competent  jurisdiction  should  immediately  enjoin any breach of this
Agreement,  upon  the  request  of  the  nonbreaching  party,  and  the  parties
specifically  release the other party,  from the requirement to post any bond in
connection with a temporary or interlocutory  injunctive  relief,  to the extent
permitted by law.

         12.  Withholding.  Any  provision  of this  Agreement  to the  contrary
notwithstanding,  all payments made by the Company  hereunder to the Employee or
his estate or beneficiaries shall be subject to the withholding of such amounts,
if  any,  relating  to tax and  other  payroll  deductions  as the  Company  may
reasonably  determine  should be  withheld  pursuant  to any  applicable  law or
regulation.  In lieu of withholding  such amounts,  the Company may accept other
provisions to the end that they have sufficient  funds to pay all taxes required
by law to be withheld in respect of any or all such payments.

         13. Notices.  All notices,  requests,  demands and other communications
provided  for by this  Agreement  shall be in writing and shall be  sufficiently
given if and when  mailed in the  continental  United  States by  registered  or
certified mail, or personally  delivered to the party entitled  thereto,  at the
address stated below or to such changed  address as the addressee may have given
by a similar notice:

         To the Company:  Community Bankshares, Inc.
                          102 Founders Court
                          Orangeburg, South Carolina 29118

                                       11
<PAGE>

         With a copy to:  George S. King, Jr., Esq.
                          Haynsworth Sinkler Boyd, P.A.
                          1201 Main Street, 22nd Floor
                          Columbia, South Carolina 29201

         To the Employee: Samuel L. Erwin
                          102 Founders Court
                          Columbia, South Carolina 29218

         14. Successors;  Binding  Agreement.  This Agreement shall inure to the
benefit  of  and  be   enforceable   by  the   Employee's   personal   or  legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.  If the Employee  should die while any amount would still
be payable to him  hereunder  if he had  continued  to live,  all such  amounts,
except to the extent otherwise  provided under this Agreement,  shall be paid in
accordance with the terms of this Agreement to his devisee or other designee, or
if there be no such devisee or designee, to the Employee's estate.

         15. Modification,  Waiver or Discharge.  No provision of this Agreement
may be  modified,  waived or  discharged  unless such  waiver,  modification  or
discharge  is agreed to in  writing  signed by the  Employee  and an  authorized
officer  of the  Company.  No waiver by either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. 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;  provided,
however,  that this Agreement shall not supersede or in any way limit the right,
duties or obligations  that the Employee or the Company may have under any other
written agreement between such parties,  under any employee pension benefit plan
or employee welfare benefit plan as defined under the Employee Retirement Income
Security Act of 1974, as amended,  and  maintained by the Company,  or under any
established personnel practice or policy applicable to the Employee.

         16.  Governing  Law. The  validity,  interpretation,  construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
South Carolina  without regard to the laws of such state governing  conflicts of
laws.

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

         18. Miscellaneous.

                  (a) No  Right  of  Set-Off,  Etc.  There  shall be no right of
         set-off or  counterclaim  in respect of any claim,  debt or  obligation
         against any  payments to the  Employee,  his  beneficiaries  or estates
         provided for in this Agreement.

                                       12
<PAGE>

                  (b) No Adequate  Remedy At Law.  The Company and the  Employee
         recognize  that  each  party  will have no  adequate  remedy at law for
         breach by the other of any of the agreements  contained  herein and, in
         the event of any such breach, the Company and the Employee hereby agree
         and  consent  that the other  shall be  entitled  to decree of specific
         performance,   mandamus,   or  other  appropriate   remedy  to  enforce
         performance of such agreements.

                  (c)   Non-Assignability.   No  right,   benefit,  or  interest
         hereunder  shall  be  subject  to   anticipation,   alienation,   sale,
         assignment,  encumbrance,  charge, pledge, hypothecation,  or setoff in
         respect of any claim, debt or obligation, or to execution,  attachment,
         levy or  similar  process,  or  assignment  by  operation  of law.  Any
         attempt,  voluntary or involuntary,  to effect any action  specified in
         the immediately  preceding sentence shall, to the full extent permitted
         by law, be null,  void and of no effect.  Any of the  foregoing  to the
         contrary  notwithstanding,   this  provision  shall  not  preclude  the
         Employee  from  designating  one or more  beneficiaries  to receive any
         amount that may be payable after his death,  and shall not preclude the
         legal  representative of the Employee's estate from assigning any right
         hereunder to the person or persons  entitled thereto under his will or,
         in the case of intestacy, under the law applicable to his estate.

                  (d)  Enforcement of Agreement;  Attorneys'  Fees. In the event
         litigation  or  arbitration  is commenced  by the Employee  against the
         Company in seeking to obtain or enforce  any right,  benefit or payment
         under  this  Agreement  or to enforce  any  obligation  of the  Company
         described  herein,  then,  provided the Employee  shall prevail in such
         litigation  or  arbitration,  the Company shall be obligated to pay all
         reasonable   expenses(including   without   limitation  all  reasonable
         attorneys'  fees and court  costs) paid or incurred by the  Employee in
         connection with such litigation.

                  (e)  Arbitration.  Any  controversy or claim arising out of or
         relating  to this  Agreement  shall be settled  by binding  arbitration
         pursuant to the Federal  Arbitration Act or the South Carolina  Uniform
         Arbitration  Act,  as  applicable,  under the  applicable  rules of the
         American Arbitration  Association and judgment on any award rendered by
         the  arbitrator(s)  may be  entered  in any court  having  jurisdiction
         thereof;  provided,  however,  that  either  party may seek  injunctive
         relief to enforce  provisions of this Agreement  without  initiating an
         arbitration  proceeding.  The  location  of any  arbitration  shall  be
         Orangeburg, South Carolina. Any civil action seeking injunctive relief,
         challenging an arbitration  proceeding or award or otherwise related to
         this  Agreement  will be  instituted  and  maintained in the federal or
         state  courts for  Orangeburg  County,  South  Carolina and the parties
         hereby consent to the personal jurisdiction of said courts.

                  (f)  Counterparts.  This  Agreement  may be executed in one or
         more counterparts, each of which shall be deemed to be an original, but
         of which together will constitute one and the same instrument.

                  (g) Survival.  The rights and remedies  provided by Sections 7
         through  18  of  this  Agreement   shall  survive  the  termination  of
         Employee's employment under this Agreement and the Term of Employment.

                                       13
<PAGE>

         19. Section 409A Savings Clause. Despite any contrary provision of this
Agreement,  if when the  Employee's  employment  terminates,  the  Employee is a
"specified  employee," as defined in section 409A of the Internal  Revenue Code,
and if any payments or benefits  under this  Agreement will result in additional
tax or interest to the Employee  because of section 409A, the Employee shall not
be entitled to such payments or benefits until the earliest of (x) the date that
is at least six  months  after  termination  of the  Employee's  employment  for
reasons other than the Employee's  death, (y) the date of the Employee's  death,
or (z) any earlier  date that does not result in  additional  tax or interest to
the Employee  under section  409A. As promptly as possible  after the end of the
period during which payments or benefits are delayed under this  provision,  the
entire  amount of delayed  payments  shall be paid to  Employee in a single lump
sum.  References in this Agreement to section 409A of the Internal  Revenue Code
of 1986 include rules, regulations and guidance of general application issued by
the Department of the Treasury under such section 409A.

         20.  Assumption of Agreement.  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 Employee and the Company (by action of its duly
authorized  officer) have  executed  this Amended and Restated  Agreement on the
date first above written.

                              [SIGNATURES OMITTED]


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<PAGE>


                                   APPENDIX A
                              AUTHORITY AND DUTIES

         Employee shall serve as the Chief Executive Officer of the Company.  He
shall serve at the  pleasure of the Board of  Directors  and shall report to the
Board of Directors.

         Employee shall exercise the authority and discharge the duties assigned
to the Chief Executive Officer by the bylaws.

         Employee  shall  carry  out  the  policies  approved  by the  Board  of
Directors.

         Employee shall chair an Executive  Management Committee composed of the
presidents of the Company's subsidiaries, the Chief Executive Officer, the Chief
Financial Officer,  the Chief Operating Officer and any other corporate officers
appointed by the Chief Executive Officer.

         Employee  shall have the  authority  and  responsibility  for decisions
regarding the employment,  termination,  performance appraisal and determination
of compensation for all corporate level employees.

         Employee shall have the authority and  responsibility  for creating and
implementing plans for the employment,  termination,  performance  appraisal and
determination of compensation of the presidents of the Company's subsidiaries in
conjunction with the boards of directors of such subsidiaries.

         Employee  shall exercise such  additional  authority and discharge such
additional duties as the Board of Directors shall, from time to time, reasonably
assign to Employee.




                                       15
<PAGE>


                                   APPENDIX B
                           BONUS ELIGIBILITY CRITERIA

         Year One

          1.   High quality  performance  appraisal by Board of Directors of the
               Company.
          2.   Affirmation   or   revision   of   Strategic   Plan  and  initial
               implementation thereof.
          3.   Internal organizational assessment and restructuring.
          4.   Assessment and implementation of actions necessary to comply with
               Sarbanes-Oxley Act.
          5.   Implementation of good governance structure and processes.

         Year Two

          1.   High quality  performance  appraisal by Board of Directors of the
               Company.
          2.   Metrics in alignment with Strategic Plan.

         Year Three

          1.   High quality  performance  appraisal by Board of Directors of the
               Company.
          2.   Metrics in alignment with the Strategic Plan.







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