ORGANIZATIONAL AGREEMENT

     This  Organizational  Agreement  is  entered  into  as of the  15th  day of
September,  1997 by and among the persons  signing this  Agreement as Organizers
(the "Organizers") and Community Bankshares, Inc., a South Carolina corporation,
(the "Sponsor").

     Whereas, the Organizers and the Sponsor wish to organize a national bank in
Florence, South Carolina (the "Bank"); and

     Whereas,   the  Organizers  and  the  Sponsor  wish  to  memorialize  their
understandings with respect to the organization of the Bank.

     Now, therefore, for and in consideration of the premises and the agreements
contained herein the Organizers and Sponsor agree as follows:

1.   Each of the Organizers  agrees to serve as an Organizer of the Bank, and to
     participate in the  organizational  process in the manner and to the extent
     required by the National Bank Act and the rules,  regulations  and policies
     of the  Office  of  the  Comptroller  of the  Currency  (the  "OCC").  Each
     Organizer also agrees that he will serve as a director of the Bank upon its
     organization  and  will  endeavor  to the  best  of his  ability  to  fully
     discharge the obligations of a director of a national bank.

     Each Organizer acknowledges that he understands that he will be required to
provide certain information  concerning his background and financial standing to
the OCC in connection  with the  Application  to Organize the Bank and agrees to
promptly  furnish such  information as may be required.  Each Organizer  further
understands that continued  participation as an Organizer and, ultimately,  as a
director of the Bank is subject to the approval of the OCC and agrees  that,  if
the approval of the OCC for his  participation can not be obtained or is delayed
in a way that will substantially delay the opening of the Bank, he will withdraw
from participation as an Organizer and as a prospective director of the Bank.

     Each  Organizer  further  acknowledges  and  agrees  that the  Sponsor  may
designate two or more persons affiliated with the Sponsor to serve as additional
organizers of the Bank and/or to serve as additional directors of the Bank.

2.   Each  Organizer  agrees that he will  purchase at least  $100,000  worth of
     stock of the Sponsor when called on by the Sponsor to purchase  said stock;
     provided,  however,  that if the  Organizer is provided  with a preliminary
     prospectus  relating to such sale of stock and if such  Organizer  notifies
     the Company prior to the  effectiveness  of the prospectus that he will not
     subscribe  for and  purchase  such stock and  resigns as an  Organizer  and
     prospective  director of the Bank, then such Organizer shall be relieved of
     any obligation to purchase the stock. Each Organizer acknowledges that this
     obligation is independent of the obligations of the other Organizers.  Each
     Organizer  further  understands  that affiliates of Sponsor  (including the
     proposed  President of the Bank) who may be organizers of the Bank will not
     be  required  to  purchase  stock in the same  amount but may be subject to
     separate agreements with respect to stock ownership.

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3.   The Sponsor agrees to be  responsible  for the cost of preparing and filing
     an  application  to organize a national bank with the OCC, the  pre-opening
     expenses  associated  with the  organization of the Bank and related items.
     However,  the Sponsor  reserves the right to require the  repayment of such
     items from the proceeds of  capitalization  of the Bank.  Sponsor agrees to
     buy all of the  Bank's  stock  necessary  to  capitalize  the  Bank and the
     Organizers agree to sell such stock to the Sponsor.

4.   The Organizers  agree that,  promptly after this Agreement is signed by the
     Sponsor,  they will meet and elect a Chairman who will be the  spokesperson
     for the Organizers and they will designate  Jesse A. Nance as the person to
     be the President of the Bank.

5.   Each Organizer  agrees to promptly notify the Sponsor of any  communication
     he receives  from the OCC or any other  governmental  agency  regarding the
     Bank. The  Organizers  will give at least two days notice to the Sponsor of
     any meeting of Organizers.

6.   With  the  exception  of  Mr.  Nance,   no  Organizer   shall  receive  any
     compensation  for his service as an  Organizer or as a director of the Bank
     until the Bank becomes  profitable.  Mr.  Nance shall  receive a salary and
     benefits from the Sponsor which may, to the extent  permitted by applicable
     law and regulation, be charged to the organizational expenses of the Bank.

7.   The Organizers shall not incur any expense with respect to the Bank without
     the prior written consent of the Sponsor.

8.   All  correspondence or other  communications  regarding the organization of
     the  Bank  and the  other  matters  contained  in this  Agreement  shall be
     directed to the appropriate  party at the address set forth by such parties
     named below.

9.   This  Agreement  shall  be  effective  as of the date it is  signed  by the
     Sponsor.

10.  The Organizers  may, with the approval of the Sponsor,  bring in additional
     Organizers or replace  Organizers who leave the group.  Any such additional
     or replacement  Organizer shall sign this Agreement and thereby be bound by
     its terms.

11.  This Agreement shall be governed by the laws of the State of South Carolina
     and shall  inure to the benefit of and be  enforceable  against the parties
     hereto their respective heirs, successors and assigns.




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     IN WITNESS  WHEREOF,  the parties hereto have executed this  Organizational
Agreement as of the effective date.

ORGANIZERS:

s/Phillip D. Lowe                s/James (Jim) R. Livingston
-----------------------------    ----------------------------------------
(Name)                           (Name)

507 W. Cheves Street             1801 E. Palmetto Street
-----------------------------    ----------------------------------------
(Address)                        (Address)

Florence, SC  29501              Florence, SC  29501
-----------------------------    ----------------------------------------
(City)    (State)                (City)    (State)


s/Murray L. Garber               s/Wm. Reynolds Williams
-----------------------------    ----------------------------------------
(Name)                           (Name)

516 S. Edisto Drive              PO Box 1909
-----------------------------    ----------------------------------------
(Address)                        (Address)

Florence, SC  29501              Florence, SC  29503-1909
-----------------------------    ----------------------------------------
(City)    (State)                (City)    (State)


s/Robert Johnson, Sr.            s/J. Erwin Paxton
-----------------------------    ----------------------------------------
(Name)                           (Name)

2620 Mellon Street               600 North Coit Street
-----------------------------    ----------------------------------------
(Address)                        (Address)

Florence, SC  29501              Florence, SC  29501
-----------------------------    ----------------------------------------
(City)    (State)                (City)    (State)


s/Richard L. Havekost            s/William W. Traynham
-----------------------------    ----------------------------------------
(Name)                           (Name)

1315 Place DeJulian              PO Box 2086
-----------------------------    ----------------------------------------
(Address)                        (Address)

Florence, SC  29501              Orangeburg, SC 29116
-----------------------------    ----------------------------------------
(City)    (State)                (City)    (State)


s/Hugo S. Sims, Jr.              s/Jesse A. Nance
-----------------------------    ----------------------------------------
(Name)                           (Name)

PO Box 2086                      181 E. Evans St., BTC-051
-----------------------------    ----------------------------------------
(Address)                        (Address)

Orangeburg, SC 29116             Florence, SC 29506
-----------------------------    ----------------------------------------
(City)    (State)                (City)    (State)


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SPONSOR:

COMMUNITY BANKSHARES, INC.

     s/Hugo S. Sims
By:
   Hugo S. Sims, Chairman

      Post Office Box 2086
      Orangeburg, South Carolina 29116
      Attn:  Hugo S. Sims, Chairman