EXHIBIT 1.1

                       COMMUNITY CAPITAL BANCSHARES, INC.

                            4,000 CAPITAL SECURITIES


                        FLOATING RATE CAPITAL SECURITIES
               (LIQUIDATION AMOUNT $1,000.00 PER CAPITAL SECURITY)


                               PLACEMENT AGREEMENT

                              ____________________

                                                                  March 17, 2003



FTN Financial Capital Markets
845 Crossover Lane, Suite 150
Memphis, Tennessee  38117

Keefe, Bruyette & Woods, Inc.
787 7th Avenue
4th Floor
New York, New York  10019

Ladies  and  Gentlemen:

     Community  Capital Bancshares, Inc., a Georgia corporation (the "Company"),
and its financing subsidiary, Community Capital Statutory Trust I, a Connecticut
statutory  trust  (the  "Trust,"  and hereinafter together with the Company, the
"Offerors"),  hereby  confirm  their  agreement  (this  "Agreement") with you as
placement  agents  (the  "Placement  Agents"),  as  follows:

SECTION 1.  ISSUANCE  AND  SALE  OF  SECURITIES.

     INTRODUCTION.     The Offerors propose to issue and sell at the Closing (as
     ------------
defined  in  Section  0  hereof)  4,000  of  the  Trust's  Floating Rate Capital
Securities,  with  a  liquidation  amount of $1,000.00 per capital security (the
"Capital  Securities"),  to  Preferred  Term Securities IX, Ltd., a company with
limited  liability  established  under  the  laws  of  the  Cayman  Islands (the
"Purchaser")  pursuant to the terms of a Subscription Agreement entered into, or
to  be  entered  into  on  or prior to the Closing Date (as defined in Section 0
hereof),  between the Offerors and the Purchaser (the "Subscription Agreement"),
the  form  of  which  is attached hereto as Exhibit A and incorporated herein by
                                            ---------
this  reference.

     OPERATIVE  AGREEMENTS.          The  Capital  Securities shall be fully and
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unconditionally  guaranteed  on a subordinated basis by the Company with respect
to  distributions  and amounts payable upon liquidation, redemption or repayment
(the  "Guarantee")  pursuant  and  subject  to  the  Guarantee  Agreement  (the
"Guarantee  Agreement"),  to  be  dated  as of the Closing Date and executed and
delivered  by  the  Company  and


<PAGE>
U.  S.  Bank  National  Association  ("U.  S. Bank"), as trustee (the "Guarantee
Trustee"),  for  the  benefit  from  time  to time of the holders of the Capital
Securities. The entire proceeds from the sale by the Trust to the holders of the
Capital  Securities  shall be combined with the entire proceeds from the sale by
the Trust to the Company of its common securities (the "Common Securities"), and
shall  be used by the Trust to purchase $4,124,000.00 in principal amount of the
Floating  Rate  Junior  Subordinated  Deferrable  Interest  Debentures  (the
"Debentures")  of  the Company. The Capital Securities and the Common Securities
for the Trust shall be issued pursuant to an Amended and Restated Declaration of
Trust  among U. S. Bank, as institutional trustee (the "Institutional Trustee"),
the Administrators named therein, and the Company, to be dated as of the Closing
Date  and in substantially the form heretofore delivered to the Placement Agents
(the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture
(the  "Indenture"),  to be dated as of the Closing Date, between the Company and
U.  S.  Bank,  as  indenture  trustee  (the  "Indenture Trustee"). The documents
identified  in this Section 1.2 and in Section 1.1 are referred to herein as the
"Operative  Documents."

     RIGHTS  OF  PURCHASER.          The Capital Securities shall be offered and
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sold  by  the Trust directly to the Purchaser without registration of any of the
Capital  Securities, the Debentures or the Guarantee under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable securities laws
in reliance upon exemptions from the registration requirements of the Securities
Act  and  other  applicable  securities  laws.  The  Offerors  agree  that  this
Agreement shall be incorporated by reference into the Subscription Agreement and
the  Purchaser shall be entitled to each of the benefits of the Placement Agents
and  the  Purchaser  under  this  Agreement  and  shall  be  entitled to enforce
obligations  of  the  Offerors under this Agreement as fully as if the Purchaser
were  a  party  to  this  Agreement.  The Offerors and the Placement Agents have
entered  into  this  Agreement  to  set  forth  their  understanding as to their
relationship  and  their  respective  rights,  duties  and  obligations.

     LEGENDS.          Upon  original  issuance  thereof, and until such time as
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the  same  is  no  longer  required  under  the  applicable  requirements of the
Securities  Act,  the  Capital Securities and Debentures certificates shall each
contain  a  legend  as  required  pursuant  to  any  of the Operative Documents.

PURCHASE  OF  CAPITAL  SECURITIES.

     EXCLUSIVE  RIGHTS;  PURCHASE  PRICE.     From  the  date  hereof  until the
     -----------------------------------
Closing Date (which date may be extended by mutual agreement of the Offerors and
the  Placement  Agents),  the  Offerors hereby grant to the Placement Agents the
exclusive  right  to  arrange  for  the  sale  of  the Capital Securities to the
Purchaser  at  a  purchase  price  of  $1,000.00  per  Capital  Security.

     SUBSCRIPTION  AGREEMENT.     The  Offerors  hereby  agree to evidence their
     -----------------------
acceptance  of  the  subscription  by  countersigning a copy of the Subscription
Agreement  and  returning  the  same  to  the  Placement  Agents.

     CLOSING  AND  DELIVERY  OF  PAYMENT.
     -----------------------------------
          CLOSING;  CLOSING DATE.     The sale and purchase of the Capital
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Securities  by  the Offerors to the Purchaser shall take place at a closing (the
"Closing")  at  the  offices of Lewis, Rice & Fingersh, L.C., at 10:00 a.m. (St.
Louis  time) on March 26, 2003, or such other business day as may be agreed upon
by  the  Offerors  and  the  Placement  Agents  (the  "Closing Date"); provided,
however, that in no event shall the Closing Date occur later than March 28, 2003
unless  consented to by the Purchaser. Payment by the Purchaser shall be payable
in the manner set forth in the Subscription Agreement and shall be made prior to
or  on  the  Closing  Date.

          DELIVERY.     The certificate for the Capital Securities  shall  be in
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definitive  form,  registered  in the name of the Purchaser and in the aggregate
amount  of  the  Capital  Securities  purchased  by  the  Purchaser.

          TRANSFER AGENT.     The  Offerors  shall  deposit  the  certificate
          ---------------
representing  the  Capital  Securities  with  the Institutional Trustee or other
appropriate  party  prior  to  the  Closing  Date.


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<PAGE>
     PLACEMENT  AGENTS'  FEES  AND  EXPENSES.
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          PLACEMENT  AGENTS'  COMPENSATION.     Because  the  proceeds  from the
          ---------------------------------
sale of the Capital Securities shall be used to purchase the Debentures from the
Company,  the  Company  shall  pay  an aggregate of $30.00 for each $1,000.00 of
principal  amount  of  Debentures  sold  to  the Trust (excluding the Debentures
related  to  the  Common  Securities  purchased by the Company). Of this amount,
$15.00  for each $1,000.00 of principal amount of Debentures shall be payable to
FTN  Financial Capital Markets and $15.00 for each $1,000.00 of principal amount
of  Debentures  shall  be  payable  to Keefe, Bruyette & Woods, Inc. Such amount
shall  be  delivered  to  the  Trustee  or  such  other person designated by the
Placement  Agents on the Closing Date and shall be allocated between and paid to
the  respective  Placement  Agents  as  directed  by  the  Placement  Agents.

         COSTS  AND EXPENSES.     Whether or not this Agreement is terminated or
         --------------------
the  sale of the Capital Securities is consummated, the Company hereby covenants
and  agrees that it shall pay or cause to be paid (directly or by reimbursement)
all reasonable costs and expenses incident to the performance of the obligations
of  the  Offerors  under  this  Agreement,  including  all  fees,  expenses  and
disbursements  of  counsel  and  accountants  for  the  Offerors; all reasonable
expenses  incurred  by  the  Offerors incident to the preparation, execution and
delivery of the Trust Agreement, the Indenture, and the Guarantee; and all other
reasonable  costs and expenses incident to the performance of the obligations of
the  Company  hereunder  and  under  the  Trust  Agreement.

         FAILURE  TO CLOSE.    If any of the conditions to the Closing specified
         -----------------
in  this  Agreement  shall  not  have  been fulfilled to the satisfaction of the
Placement  Agents  or  if the Closing shall not have occurred on or before 10:00
a.m. (St. Louis time) on March 28, 2003, then each party hereto, notwithstanding
anything  to  the  contrary  in this Agreement, shall be relieved of all further
obligations  under this Agreement without thereby waiving any rights it may have
by  reason  of  such  nonfulfillment  or  failure;  provided,  however, that the
                                                    --------   -------
obligations  of the parties under Sections 0, 7.5 and 9 shall not be so relieved
and  shall  continue  in  full  force  and  effect.

CLOSING CONDITIONS.    The obligations of the Purchaser and the Placement Agents
on  the  Closing Date shall be subject to the accuracy, at and as of the Closing
Date,  of  the  representations and warranties of the Offerors contained in this
Agreement,  to the accuracy, at and as of the Closing Date, of the statements of
the  Offerors  made  in  any  certificates  pursuant  to  this Agreement, to the
performance  by  the  Offerors  of  their  respective  obligations  under  this
Agreement,  to  compliance,  at and as of the Closing Date, by the Offerors with
their  respective  agreements  herein  contained,  and  to the following further
conditions:

     OPINIONS  OF  COUNSEL.     On  the Closing Date, the Placement Agents shall
     ---------------------
have  received  the  following  favorable opinions, each dated as of the Closing
Date:  (a) from Powell, Goldstein, Frazer & Murphy LLP, counsel for the Offerors
and  addressed  to  the  Purchaser and the Placement Agents in substantially the
form  set  forth  on Exhibit B-1 attached hereto and incorporated herein by this
                     -----------
reference,  (b)  from  Bingham McCutchen LLP, special Connecticut counsel to the
Offerors  and addressed to the Purchaser, the Placement Agents and the Offerors,
in  substantially  the  form  set  forth  on  Exhibit  B-2  attached  hereto and
                                              ------------
incorporated herein by this reference and (c) from Lewis, Rice & Fingersh, L.C.,
special  tax  counsel to the Offerors, and addressed to the Placement Agents and
the Offerors, in substantially the form set forth on


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<PAGE>
Exhibit  B-3  attached hereto and incorporated herein by this reference, subject
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to  the  receipt by Lewis, Rice & Fingersh, L.C. of a representation letter from
the  Company  in  the  form  set  forth  in  Exhibit  B-3  completed in a manner
                                             ------------
reasonably  satisfactory  to  Lewis,  Rice  &  Fingersh, L.C. (collectively, the
"Offerors'  Counsel  Opinions").  In  rendering  the Offerors' Counsel Opinions,
counsel  to  the  Offerors  may  rely as to factual matters upon certificates or
other  documents  furnished  by officers, directors and trustees of the Offerors
(copies  of  which shall be delivered to the Placement Agents and the Purchaser)
and  by  government  officials,  and upon such other documents as counsel to the
Offerors  may,  in their reasonable opinion, deem appropriate as a basis for the
Offerors'  Counsel  Opinions.  Counsel  to  the  Offerors  may  specify  the
jurisdictions  in  which  they  are  admitted  to practice and that they are not
admitted to practice in any other jurisdiction and are not experts in the law of
any  other jurisdiction. If the Offerors' counsel is not admitted to practice in
the State of New York, the opinion of Offerors' counsel may assume, for purposes
of  the  opinion,  that  the  laws  of  the  State of New York are substantively
identical,  in all respects material to the opinion, to the internal laws of the
state  in  which  such  counsel  is admitted to practice. Such Offerors' Counsel
Opinions  shall  not state that they are to be governed or qualified by, or that
they  are  otherwise  subject to, any treatise, written policy or other document
relating  to  legal  opinions,  including, without limitation, the Legal Opinion
Accord  of  the  ABA  Section  of  Business  Law  (1991).

     OFFICER'S  CERTIFICATE.     At  the  Closing  Date,  the  Purchaser and the
     ----------------------
Placement  Agents  shall  have  received  certificates  from the Chief Executive
Officer  of  the  Company,  dated  as  of the Closing Date, stating that (i) the
representations and warranties of the Offerors set forth in Section 5 hereof are
true and correct as of the Closing Date and that the Offerors have complied with
all  agreements  and  satisfied  all conditions on their part to be performed or
satisfied at or prior to the Closing Date, (ii) since the date of this Agreement
the  Offerors  have  not  incurred  any  liability  or  obligation,  direct  or
contingent,  or  entered  into  any  material  transactions,  other  than in the
ordinary  course  of  business,  which  is  material  to the Offerors, and (iii)
covering  such  other  matters  as  the Placement Agents may reasonably request.

     ADMINISTRATOR'S CERTIFICATE.     At the Closing Date, the Purchaser and the
     ---------------------------
Placement Agents shall have received a certificate of one or more Administrators
of the Trust, dated as of the Closing Date, stating that the representations and
warranties  of  the  Trust set forth in Section 5 are true and correct as of the
Closing  Date  and that the Trust has complied with all agreements and satisfied
all  conditions  on  its  part  to  be performed or satisfied at or prior to the
Closing  Date.

     PURCHASE  PERMITTED  BY APPLICABLE LAWS; LEGAL INVESTMENT.     The purchase
     ---------------------------------------------------------
of  and  payment  for  the Capital Securities as described in this Agreement and
pursuant  to  the  Subscription  Agreement  shall  (a)  not be prohibited by any
applicable  law or governmental regulation, (b) not subject the Purchaser or the
Placement  Agents to any penalty or, in the reasonable judgment of the Purchaser
and  the  Placement  Agents,  other  onerous conditions under or pursuant to any
applicable  law or governmental regulation, and (c) be permitted by the laws and
regulations of the jurisdictions to which the Purchaser and the Placement Agents
are  subject.

     CONSENTS AND PERMITS.     The Company and the Trust shall have received all
     --------------------
consents,  permits  and  other  authorizations,  and  made  all such filings and
declarations,  as may be required from any person or entity pursuant to any law,
statute,  regulation or rule (federal, state, local and foreign), or pursuant to
any  agreement,  order or decree to which the Company or the Trust is a party or
to  which either is subject, in connection with the transactions contemplated by
this  Agreement.

     SALE  OF PURCHASER SECURITIES.     The Purchaser shall have sold securities
     -----------------------------
issued  by  the  Purchaser  in an amount such that the net proceeds of such sale
shall  be  (i) available on the Closing Date and (ii) in an amount sufficient to
purchase  the  Capital  Securities  and  all other capital or similar securities
contemplated  in  agreements  similar  to  this  Agreement  and the Subscription
Agreement.

     INFORMATION.     Prior  to  or on the Closing Date, the Offerors shall have
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furnished  to  the  Placement  Agents  such  further  information, certificates,
opinions  and  documents  addressed  to  the Purchaser and the Placement Agents,
which  the  Placement  Agents  may  reasonably  request,  including,  without
limitation,  a complete set of the Operative Documents or any other documents or
certificates  required  by  this  Section  3;  and  all proceedings taken by the
Offerors  in  connection  with  the  issuance,  offer  and  sale  of the Capital
Securities  as  herein contemplated shall be reasonably satisfactory in form and
substance  to  the  Placement  Agents.


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<PAGE>
     If  any condition specified in this Section 3 shall not have been fulfilled
when  and  as  required  in  this  Agreement,  or  if  any  of  the  opinions or
certificates  mentioned  above  or  elsewhere  in  this  Agreement  shall not be
reasonably  satisfactory  in  form  and  substance to the Placement Agents, this
Agreement may be terminated by the Placement Agents by notice to the Offerors at
any  time  at  or prior to the Closing Date. Notice of such termination shall be
given  to  the  Offerors  in  writing  or by telephone or facsimile confirmed in
writing.

     CONDITIONS TO THE OFFERORS' OBLIGATIONS. The obligations of the Offerors to
     ----------------------------------------
sell  the  Capital  Securities  to the Purchaser and consummate the transactions
contemplated  by  this  Agreement shall be subject to the accuracy, at and as of
the  Closing Date, of the representations and warranties of the Placement Agents
contained  in  this  Agreement  and  to  the  following  further  conditions:

     EXECUTED AGREEMENT.     The Offerors shall have received from the Placement
     ------------------
Agents  an  executed  copy  of  this  Agreement.

     FULFILLMENT  OF  OTHER  OBLIGATIONS.     The  Placement  Agents  shall have
     -----------------------------------
fulfilled  all  of  their  other obligations and duties required to be fulfilled
under  this  Agreement  prior  to  or  at  the  Closing.

REPRESENTATIONS  AND  WARRANTIES OF THE OFFERORS.     Except as set forth on the
Disclosure  Schedule  (as  defined in Section 11.1) attached hereto, if any, the
Offerors jointly and severally represent and warrant to the Placement Agents and
the  Purchaser  as  of  the  date  hereof and as of the Closing Date as follows:

SECURITIES  LAW  MATTERS.
------------------------
          Neither  the  Company nor the Trust, nor any of their "Affiliates" (as
defined  in  Rule  501(b)  of Regulation D under the Securities Act ("Regulation
D")),  nor any person acting on any of their behalf has, directly or indirectly,
made  offers  or sales of any security, or solicited offers to buy any security,
under circumstances that would require the registration under the Securities Act
of any of the Capital Securities, the Guarantee or the Debentures (collectively,
the  "Securities") or any other securities to be issued, or which may be issued,
by  the  Purchaser.

          Neither  the  Company  nor the Trust, nor any of their Affiliates, nor
any  person  acting  on  its  or  their behalf  has (i) other than the Placement
Agents,  offered  for  sale or solicited offers to purchase the Securities, (ii)
engaged  or will engage, in any "directed selling efforts" within the meaning of
Regulation  S  under  the  Securities  Act  ("Regulation S") with respect to the
Securities,  or  (iii)  engaged in any form of offering, general solicitation or
general  advertising (within the meaning of Regulation D) in connection with any
offer  or  sale  of  any  of  the  Securities.

          The Securities satisfy the eligibility requirements of Rule 144A(d)(3)
under  the  Securities  Act.

          Neither  the  Company  nor the Trust is or, after giving effect to the
offering  and  sale  of  the  Capital  Securities  and  the  consummation of the
transactions  described in this Agreement, will be an "investment company" or an
entity  "controlled" by an "investment company," in each case within the meaning
of  Section  3(a)  of  the  Investment  Company  Act  of  1940,  as amended (the
"Investment  Company  Act")  without  regard  to  Section 3(c) of the Investment
Company  Act.


                                       5
<PAGE>

          Neither  the  Company  nor  the Trust has paid or agreed to pay to any
person  or  entity  (other  than  the  Placement  Agents)  any  compensation for
soliciting  another  to  purchase  any  of  the  Securities.

    ORGANIZATION,  STANDING  AND QUALIFICATION OF THE TRUST.     The Trust has
     -------------------------------------------------------
been  duly created and is validly existing in good standing as a statutory trust
under  the  Connecticut Statutory Trust Act (the "Statutory Trust Act") with the
power and authority to own property and to conduct the business it transacts and
proposes  to  transact  and  to enter into and perform its obligations under the
Operative  Documents.  The  Trust  is  duly  qualified to transact business as a
foreign  entity  and  is  in  good  standing  in each jurisdiction in which such
qualification is necessary, except where the failure to so qualify or be in good
standing would not have a material adverse effect on the Trust. The Trust is not
a  party  to  or  otherwise  bound  by  any  agreement  other than the Operative
Documents.  The  Trust is and will, under current law, be classified for federal
income  tax  purposes  as a grantor trust and not as an association taxable as a
corporation.

     TRUST  AGREEMENT.     The  Trust  Agreement has been duly authorized by the
     ----------------
Company  and, on the Closing Date, will have been duly executed and delivered by
the  Company  and  the  Administrators  of  the  Trust,  and,  assuming  due
authorization,  execution  and  delivery by the Institutional Trustee, will be a
valid and binding obligation of the Company and such Administrators, enforceable
against them in accordance with its terms, subject to (a) applicable bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation and other laws
relating to or affecting creditors' rights generally, and (b) general principles
of  equity  (regardless  of  whether  considered  and applied in a proceeding in
equity  or at law) ("Bankruptcy and Equity").  Each of the Administrators of the
Trust  is an employee or a director of the Company or of a financial institution
subsidiary of the Company and has been duly authorized by the Company to execute
and  deliver  the  Trust  Agreement.

     GUARANTEE  AGREEMENT  AND  THE INDENTURE.     Each of the Guarantee and the
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Indenture  has been duly authorized by the Company and, on the Closing Date will
have  been  duly  executed  and  delivered  by  the  Company,  and, assuming due
authorization,  execution  and delivery by the Guarantee Trustee, in the case of
the  Guarantee, and by the Indenture Trustee, in the case of the Indenture, will
be  a  valid  and  binding  obligation  of the Company enforceable against it in
accordance  with  its  terms,  subject  to  Bankruptcy  and  Equity.

     CAPITAL  SECURITIES  AND  COMMON SECURITIES.     The Capital Securities and
     -------------------------------------------
the Common Securities have been duly authorized by the Trust Agreement and, when
issued  and  delivered  against  payment  therefor  on  the  Closing Date to the
Purchaser,  in  the  case  of the Capital Securities, and to the Company, in the
case  of  the  Common Securities, will be validly issued and represent undivided
beneficial  interests in the assets of the Trust. None of the Capital Securities
or  the  Common Securities is subject to preemptive or other similar rights.  On
the  Closing  Date,  all of the issued and outstanding Common Securities will be
directly  owned  by the Company free and clear of any pledge, security interest,
claim,  lien  or  other  encumbrance.

     DEBENTURES.     The  Debentures  have  been  duly authorized by the Company
     ----------
and,  at  the  Closing  Date,  will have been duly executed and delivered to the
Indenture Trustee for authentication in accordance with the Indenture, and, when
authenticated  in the manner provided for in the Indenture and delivered against
payment  therefor by the Trust, will constitute valid and binding obligations of
the  Company  entitled  to the benefits of the Indenture enforceable against the
Company  in  accordance  with  their  terms,  subject  to Bankruptcy and Equity.

     POWER  AND AUTHORITY.     This Agreement has been duly authorized, executed
     --------------------
and delivered by the Company and the Trust and constitutes the valid and binding
obligation of the Company and the Trust, enforceable against the Company and the
Trust  in  accordance  with  its  terms,  subject  to  Bankruptcy  and  Equity.


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<PAGE>
     NO  DEFAULTS.     The  Trust is not in violation of the Trust Agreement or,
     ------------
to  the  knowledge  of  the Administrators, any provision of the Statutory Trust
Act.  The  execution,  delivery  and  performance by the Company or the Trust of
this  Agreement  or  the  Operative  Documents  to  which it is a party, and the
consummation  of  the transactions contemplated herein or therein and the use of
the  proceeds  therefrom, will not conflict with or constitute a breach of, or a
default  under,  or  result in the creation or imposition of any lien, charge or
other  encumbrance  upon any property or assets of the Trust, the Company or any
of  the  Company's  Subsidiaries (as defined in Section 5.11 hereof) pursuant to
any  contract,  indenture,  mortgage,  loan  agreement,  note,  lease  or  other
instrument to which the Trust, the Company or any of its Subsidiaries is a party
or  by  which it or any of them may be bound, or to which any of the property or
assets  of any of them is subject, except for a conflict, breach, default, lien,
charge or encumbrance which could not, singly or in the aggregate, reasonably be
expected  to  have  a Material Adverse Effect nor will such action result in any
violation  of  the  Trust  Agreement  or  the Statutory Trust Act or require the
consent, approval, authorization or order of any court or governmental agency or
body.  As  used herein, the term "Material Adverse Effect" means any one or more
effects  that  individually  or in the aggregate are material and adverse to the
Offeror's  ability  to consummate the transactions contemplated herein or in the
Operative  Documents  or  any  one  or  more effects that individually or in the
aggregate  are  material  and adverse to the condition (financial or otherwise),
earnings,  affairs,  business, prospects or results of operations of the Company
and  its  Subsidiaries  taken as whole, whether or not occurring in the ordinary
course  of  business.

     ORGANIZATION,  STANDING  AND  QUALIFICATION OF THE COMPANY.     The Company
     ----------------------------------------------------------
has  been  duly  incorporated  and  is validly existing as a corporation in good
standing  under  the  laws  of  Georgia,  with all requisite corporate power and
authority  to  own  its  properties  and  conduct  the business it transacts and
proposes  to transact, and is duly qualified to transact business and is in good
standing  as  a foreign corporation in each jurisdiction where the nature of its
activities  requires such qualification, except where the failure of the Company
to  be  so  qualified  would  not,  singly  or in the aggregate, have a Material
Adverse  Effect.

     SUBSIDIARIES  OF  THE  COMPANY.     Each  of  the  Company's  significant
     ------------------------------
subsidiaries  (as defined in Section 1-02(w) of Regulation S-X to the Securities
Act (the "Significant Subsidiaries")) is listed in Exhibit C attached hereto and
                                                   ---------
incorporated herein by this reference. Each Significant Subsidiary has been duly
organized  and  is  validly  existing and in good standing under the laws of the
jurisdiction in which it is chartered or organized, with all requisite power and
authority  to  own  its  properties  and  conduct  the business it transacts and
proposes  to transact, and is duly qualified to transact business and is in good
standing  as  a  foreign  entity  in  each  jurisdiction where the nature of its
activities  requires  such  qualification,  except where the failure of any such
Significant Subsidiary to be so qualified would not, singly or in the aggregate,
have  a  Material  Adverse  Effect.  All of the issued and outstanding shares of
capital  stock of the Significant Subsidiaries (a) have been duly authorized and
are  validly  issued,  (b)  are fully paid and nonassessable, and (c) are wholly
owned,  directly  or  indirectly,  by the Company free and clear of any security
interest,  mortgage,  pledge,  lien,  encumbrance,  restriction  upon  voting or
transfer,  preemptive  rights,  claim,  equity  or  other  defect.

     PERMITS.     The  Company  and  each  of  its  subsidiaries  (as defined in
     -------
Section  1-02(x)  of  Regulation S-X to the Securities Act) (the "Subsidiaries")
have  all  requisite  power  and  authority,  and  all necessary authorizations,
approvals,  orders, licenses, certificates and permits of and from regulatory or
governmental  officials,  bodies and tribunals, to own or lease their respective
properties  and  to  conduct their respective businesses as now being conducted,
except  such  authorizations,  approvals,  orders,  licenses,  certificates  and
permits  which,  if  not  obtained  and  maintained, would not, singly or in the
aggregate,  have  a  Material Adverse Effect, and neither the Company nor any of
its  Subsidiaries  has  received  any  notice  of  proceedings  relating  to the


                                       7
<PAGE>
revocation  or  modification  of  any  such  authorizations,  approvals, orders,
licenses,  certificates  or  permits  which,  singly or in the aggregate, if the
failure to be so licensed or approved is the subject of an unfavorable decision,
ruling  or  finding,  would, singly or in the aggregate, have a Material Adverse
Effect;  and  the  Company  and  its  Subsidiaries  are  in  compliance with all
applicable  laws,  rules,  regulations and orders and consents, the violation of
which  would,  singly  or  in  the  aggregate,  have  a Material Adverse Effect.

     CONFLICTS, AUTHORIZATIONS AND APPROVALS.     Neither the Company nor any of
     ---------------------------------------
its  Subsidiaries  is  in violation of its respective articles or certificate of
incorporation,  charter  or  by-laws  or  similar organizational documents or in
default  in the performance or observance of any obligation, agreement, covenant
or  condition  contained  in  any contract, indenture, mortgage, loan agreement,
note,  lease or other agreement or instrument to which either the Company or any
of its Subsidiaries is a party, or by which it or any of them may be bound or to
which any of the property or assets of the Company or any of its Subsidiaries is
subject,  the  effect of which violation or default in performance or observance
would  have,  singly  or  in  the  aggregate,  a  Material  Adverse  Effect.

     HOLDING COMPANY REGISTRATION AND DEPOSIT INSURANCE.     The Company is duly
     --------------------------------------------------
registered  (i) as a bank holding company or financial holding company under the
Bank  Holding  Company Act of 1956, as amended, and the regulations of the Board
of Governors of the Federal Reserve System or (ii) as a savings and loan holding
company under the Home Owners' Loan Act of 1933, as amended, and the regulations
of  the  Office of Thrift Supervision, and the deposit accounts of the Company's
Subsidiary  depository institutions are insured by the Federal Deposit Insurance
Corporation  ("FDIC")  to  the fullest extent permitted by law and the rules and
regulations  of  the  FDIC,  and  no  proceedings  for  the  termination of such
insurance  are  pending  or  threatened.

     FINANCIAL  STATEMENTS.
     ---------------------

          The  consolidated  balance  sheets  of  the  Company  and  all  of its
Subsidiaries  as  of  December  31,  2002  and  December  31,  2001  and related
consolidated income statements and statements of changes in shareholders' equity
for  the 3 years ended December 31, 2002 together with the notes thereto, copies
of  each  of  which  have  been  provided to the Placement Agents (together, the
"Financial  Statements"),  have  been  prepared  in  accordance  with  generally
accepted  accounting  principles applied on a consistent basis (except as may be
disclosed  therein)  and  fairly  present in all material respects the financial
position  and  the  results of operations and changes in shareholders' equity of
the  Company  and  all  of  its Subsidiaries as of the dates and for the periods
indicated.  The  books  and  records  of the Company and all of its Subsidiaries
have been, and are being, maintained in all material respects in accordance with
generally  accepted  accounting  principles  and  any other applicable legal and
accounting  requirements  and  reflect  only  actual  transactions.

          The  information  in  the  Company's  report  on  form  FR Y-9SP dated
December  31,  2002 (the "FR Y-9SP") previously provided to the Placement Agents
fairly  presents  in all material respects the financial position of the Company
and  all  of  its  Subsidiaries  as  of  such  date.

          Since  the  respective  dates  of  the Financial Statements and the FR
Y-9SP,  there has been no material adverse change or development with respect to
the  financial condition or earnings of the Company and all of its Subsidiaries,
taken  as  a  whole.

          (d)     The  accountants  of  the  Company who certified the Financial
Statements  are  independent  public  accountants  of  the  Company  and  its
Subsidiaries  within  the  meaning  of  the  Securities  Act  and  the rules and
regulations  thereunder.


                                       8
<PAGE>
     REGULATORY  ENFORCEMENT  MATTERS.     Neither  the  Company  nor any of its
     ---------------------------------
Subsidiaries  is  subject  or  is party to, or has received any notice or advice
that  any of them may become subject or party to, any investigation with respect
to,  any  cease-and-desist  order,  agreement,  consent agreement, memorandum of
understanding  or  other regulatory enforcement action, proceeding or order with
or  by,  or is a party to any commitment letter or similar undertaking to, or is
subject  to  any directive by, or has been since January 1, 2000, a recipient of
any  supervisory  letter  from,  or since January 1, 2000, has adopted any board
resolutions  at  the  request  of, any Regulatory Agency (as defined below) that
currently  restricts  in  any  material respect the conduct of their business or
that  in  any  material  manner  relates to their capital adequacy, their credit
policies,  their  ability or authority to pay dividends or make distributions to
their  shareholders  or  make  payments  of  principal or interest on their debt
obligations,  their  management  or  their  business  (each,  a  "Regulatory
Agreement"),  nor  has the Company or any of its Subsidiaries been advised since
January  1,  2000,  by  any  Regulatory Agency that it is considering issuing or
requesting  any  such  Regulatory  Agreement.  There  is  no material unresolved
violation,  criticism  or exception by any Regulatory Agency with respect to any
report  or  statement  relating to any examinations of the Company or any of its
Subsidiaries.  As used herein, the term "Regulatory Agency" means any federal or
state  agency  charged  with  the  supervision  or  regulation  of  depository
institutions,  bank, financial or savings and loan holding companies, or engaged
in  the  insurance  of  depository  institution  deposits,  or  any  court,
administrative  agency  or commission or other governmental agency, authority or
instrumentality  having  supervisory or regulatory authority with respect to the
Company  or  any  of  its  Subsidiaries.

     NO MATERIAL CHANGE.     Since December 31, 2002, there has been no material
     ------------------
adverse  change  or  development  with  respect  to  the condition (financial or
otherwise),  earnings,  affairs, business, prospects or results of operations of
the  Company or its Subsidiaries on a consolidated basis, whether or not arising
in  the  ordinary  course  of  business.

     NO  UNDISCLOSED  LIABILITIES.     Neither  the  Company  nor  any  of  its
     ----------------------------
Subsidiaries  has  any  material  liability,  whether  known or unknown, whether
asserted  or  unasserted,  whether  absolute  or  contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or to become due,
including  any  liability  for  taxes  (and  there  is  no past or present fact,
situation,  circumstance,  condition  or  other  basis for any present or future
action,  suit,  proceeding,  hearing, charge, complaint, claim or demand against
the  Company  or its Subsidiaries giving rise to any such liability), except (i)
for  liabilities  set  forth  in  the  Financial  Statements  and  (ii)  normal
fluctuation  in  the  amount  of the liabilities referred to in clause (i) above
occurring  in  the  ordinary  course  of  business of the Company and all of its
Subsidiaries  since  the  date  of the most recent balance sheet included in the
Financial  Statements.

     LITIGATION.     No  charge,  investigation,  action,  suit or proceeding is
     ----------
pending  or,  to the knowledge of the Offerors, threatened, against or affecting
the  Company or its Subsidiaries or any of their respective properties before or
by  any  courts  or  any  regulatory,  administrative  or governmental official,

commission, board, agency or other authority or body, or any arbitrator, wherein
an  unfavorable  decision,  ruling  or  finding  could  have,  singly  or in the
aggregate,  a  Material  Adverse  Effect.

     DEFERRAL OF INTEREST PAYMENTS ON DEBENTURES.     The Company has no present
     -------------------------------------------
intention to exercise its option to defer payments of interest on the Debentures
as  provided in the Indenture.  The Company believes that the likelihood that it
would  exercise  its  right  to  defer payments of interest on the Debentures as
provided  in  the  Indenture  at  any  time  during  which  the  Debentures  are
outstanding  is  remote because of the restrictions that would be imposed on the
Company's ability to declare or pay dividends or distributions on, or to redeem,
purchase,  acquire  or  make  a  liquidation payment with respect to, any of the
Company's  capital  stock  and  on the Company's ability to make any payments of
principal,  interest  or  premium on, or repay, repurchase or redeem, any of its
debt securities that rank pari passu in all respects with, or junior in interest
to,  the  Debentures.


                                       9
<PAGE>

REPRESENTATIONS AND WARRANTIES OF THE PLACEMENT AGENTS.     Each Placement Agent
represents  and  warrants  to the Offerors as to itself (but not as to the other
Placement  Agent)  as  follows:

     ORGANIZATION,  STANDING  AND  QUALIFICATION.
     -------------------------------------------

          FTN  Financial  Capital Markets is a division of First Tennessee Bank,
N.A.,  a  national  banking  association duly organized, validly existing and in
good standing under the laws of the United States, with full power and authority
to  own,  lease and operate its properties and conduct its business as currently
being  conducted.  FTN  Financial  Capital Markets is duly qualified to transact
business  as  a  foreign  corporation  and  is  in  good  standing in each other
jurisdiction  in which it owns or leases property or conducts its business so as
to  require  such  qualification  and  in which the failure to so qualify would,
individually  or  in  the  aggregate,  have  a  material  adverse  effect on the
condition  (financial or otherwise), earnings, business, prospects or results of
operations  of  FTN  Financial  Capital  Markets.

          Keefe, Bruyette & Woods, Inc. is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York, with full
power  and  authority  to  own, lease and operate its properties and conduct its
business  as  currently  being  conducted. Keefe, Bruyette & Woods, Inc. is duly
qualified  to transact business as a foreign corporation and is in good standing
in  each  other jurisdiction in which it owns or leases property or conducts its
business  so  as  to  require  such qualification and in which the failure to so
qualify  would, individually or in the aggregate, have a material adverse effect
on  the  condition  (financial  or  otherwise), earnings, business, prospects or
results  of  operations  of  Keefe,  Bruyette  &  Woods,  Inc.

     POWER  AND  AUTHORITY.     The  Placement Agent has all requisite power and
     ---------------------
authority  to  enter  into  this Agreement, and this Agreement has been duly and
validly  authorized,  executed  and  delivered  by  the  Placement  Agent  and
constitutes  the  legal,  valid  and  binding  agreement of the Placement Agent,
enforceable against the Placement Agent in accordance with its terms, subject to
Bankruptcy  and  Equity  and  except  as  any  indemnification  or  contribution
provisions  thereof  may  be  limited  under  applicable  securities  laws.

     GENERAL  SOLICITATION.     In the case of the offer and sale of the Capital
     ---------------------
Securities,  no  form of general solicitation or general advertising was used by
the  Placement  Agent  or  its  representatives  including,  but not limited to,
advertisements,  articles,  notices  or  other  communications  published in any
newspaper,  magazine  or similar medium or broadcast over television or radio or
any  seminar  or  meeting  whose  attendees  have  been  invited  by any general
solicitation  or  general  advertising.  Neither  the  Placement  Agent  nor its
representatives  have  engaged  or will engage in any "directed selling efforts"
within  the  meaning  of  Regulation  S  with respect to the Capital Securities.

     PURCHASER.     The  Placement  Agent has made such reasonable inquiry as is
     ---------
necessary  to  determine  that the Purchaser is acquiring the Capital Securities
for  its  own  account,  that  the  Purchaser  does not intend to distribute the
Capital  Securities  in  contravention  of  the  Securities  Act  or  any  other
applicable  securities  laws,  and  that the Purchaser is not a "U.S. person" as
that  term  is  defined  under  Rule  902  of  the  Securities  Act.

     QUALIFIED  PURCHASERS.     The  Placement Agent has not offered or sold and
     ---------------------
will  not  arrange for the offer or sale of the Capital Securities except (i) in
an  offshore  transaction  complying  with  Rule 903 of Regulation S, or (ii) to
those  the  Placement  Agent  reasonably believes are "accredited investors" (as
defined in Rule 501 of Regulation D), or (iii) in any other manner that does not
require  registration  of  the  Capital Securities under the Securities Act.  In
connection  with  each  such  sale,  the  Placement Agent has taken or will take
reasonable  steps  to  ensure  that the Purchaser is aware that (a) such sale is
being  made  in reliance on an exemption under the Securities Act and (b) future
transfers  of  the Capital Securities will not be made except in compliance with
applicable  securities  laws.


                                       10
<PAGE>

     6.6.     OFFERING  CIRCULARS.     Neither  the  Placement  Agent  nor  its
              -------------------
representatives  will  include any non-public information about the Company, the
Trust  or  any  of  their  affiliates in any registration statement, prospectus,
offering  circular  or  private placement memorandum used in connection with any
purchase  of  Capital  Securities without the prior written consent of the Trust
and  the  Company.

COVENANTS  OF  THE  OFFERORS.     The  Offerors  covenant  and  agree  with  the
-----------------------------
Placement  Agents  and  the  Purchaser  as  follows:

     COMPLIANCE  WITH REPRESENTATIONS AND WARRANTIES.     During the period from
     -----------------------------------------------
the  date  of  this  Agreement to the Closing Date, the Offerors shall use their
best  efforts  and  take  all  action  necessary  or  appropriate to cause their
representations  and  warranties  contained in Section 5 hereof to be true as of
the  Closing  Date, after giving effect to the transactions contemplated by this
Agreement,  as  if  made  on  and  as  of  the  Closing  Date.

     SALE  AND REGISTRATION OF SECURITIES.     The Offerors and their Affiliates
     ------------------------------------
shall  not nor shall any of them permit any person acting on their behalf (other
than  the  Placement Agents), to directly or indirectly (i) sell, offer for sale
or  solicit  offers to buy or otherwise negotiate in respect of any security (as
defined  in  the Securities Act) that would or could be integrated with the sale
of  the Capital Securities in a manner that would require the registration under
the  Securities  Act  of the Securities or (ii) make offers or sales of any such
Security,  or  solicit offers to buy any such Security, under circumstances that
would  require  the  registration of any of such Securities under the Securities
Act.

     USE  OF PROCEEDS.     The Trust shall use the proceeds from the sale of the
     ----------------
Capital  Securities  to  purchase  the  Debentures  from  the  Company.

     INVESTMENT  COMPANY.     The  Offerors  shall  not  engage,  or  permit any
     -------------------
Subsidiary  to engage, in any activity which would cause it or any Subsidiary to
be  an  "investment company" under the provisions of the Investment Company Act.

     REIMBURSEMENT  OF  EXPENSES.     If  the  sale  of  the  Capital Securities
     ---------------------------
provided  for  herein  is not consummated (i) because any condition set forth in
Section  3 hereof is not satisfied, or (ii) because of any refusal, inability or
failure  on the part of the Company or the Trust to perform any agreement herein
or  comply  with  any  provision  hereof other than by reason of a breach by the
Placement  Agents,  the Company shall reimburse the Placement Agents upon demand
for  all of their pro rata share of out-of-pocket expenses (including reasonable
fees  and  disbursements  of counsel) in an amount not to exceed $50,000.00 that
shall  have  been  incurred by them in connection with the proposed purchase and
sale of the Capital Securities. Notwithstanding the foregoing, the Company shall
have  no  obligation  to  reimburse the Placement Agents for their out-of-pocket
expenses  if  the  sale  of  the  Capital  Securities fails to occur because the
condition  set  forth  in  Section  0  is not satisfied or because either of the
Placement  Agents  fails  to  fulfill  a  condition  set  forth  in  0.

     DIRECTED  SELLING  EFFORTS, SOLICITATION AND ADVERTISING.     In connection
     --------------------------------------------------------
with  any  offer  or  sale of any of the Securities, the Offerors shall not, nor
shall  either  of  them  permit  any of their Affiliates or any person acting on
their  behalf,  other than the Placement Agents, to, (i) engage in any "directed
selling  efforts" within the meaning of Regulation S, or (ii) engage in any form
of  general  solicitation  or  general advertising (as defined in Regulation D).

     COMPLIANCE  WITH  RULE  144A(D)(4) UNDER THE SECURITIES ACT.     So long as
     -----------------------------------------------------------
any of the Securities are outstanding and are "restricted securities" within the
meaning  of  Rule  144(a)(3) under the Securities Act, the Offerors will, during
any period in which they are not subject to and in compliance with Section 13 or
15(d)  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),

                                       11
<PAGE>
or  the Offerors are not exempt from such reporting requirements pursuant to and
in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each holder
of  such  restricted securities and to each prospective purchaser (as designated
by  such  holder) of such restricted securities, upon the request of such holder
or  prospective  purchaser  in  connection  with  any  proposed  transfer,  any
information required to be provided by Rule 144A(d)(4) under the Securities Act,
if  applicable.  This covenant is intended to be for the benefit of the holders,
and  the prospective purchasers designated by such holders, from time to time of
such  restricted  securities.  The information provided by the Offerors pursuant
to  this Section 7.7 will not, at the date thereof, contain any untrue statement
of  a  material  fact  or  omit to state any material fact necessary to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.

     QUARTERLY  REPORTS.     Within  50  days  of  the end of each calendar year
     ------------------
quarter  and  within  100 days of the end of each calendar year during which the
Debentures  are issued and outstanding, the Offerors shall submit to The Bank of
New  York a completed quarterly report in the form attached hereto as Exhibit D.
                                                                      ---------
The  Offerors acknowledge and agree that The Bank of New York and its successors
and  assigns  is  a  third  party  beneficiary  of  this  Section  0

COVENANTS  OF  THE  PLACEMENT AGENTS.          The Placement Agents covenant and
agree  with the Offerors that, during the period from the date of this Agreement
to  the Closing Date, the Placement Agents shall use their best efforts and take
all  action  necessary  or  appropriate  to  cause  their  representations  and
warranties  contained  in  Section 6 to be true as of Closing Date, after giving
effect  to the transactions contemplated by this Agreement, as if made on and as
of  the  Closing  Date.  The  Placement Agents further covenant and agree not to
engage  in  hedging  transactions  with respect to the Capital Securities unless
such  transactions  are  conducted  in  compliance  with  the  Securities  Act.

INDEMNIFICATION.
----------------

     INDEMNIFICATION  OBLIGATION.     The  Offerors  shall jointly and severally
     ---------------------------
indemnify  and  hold harmless the Placement Agents and the Purchaser and each of
their  respective agents, employees, officers and directors and each person that
controls  either  of the Placement Agents or the Purchaser within the meaning of
Section  15 of the Securities Act or Section 20 of the Exchange Act, and agents,
employees,  officers  and  directors or any such controlling person of either of
the  Placement  Agents  or  the  Purchaser  (each  such  person  or  entity,  an
"Indemnified  Party")  from  and  against  any  and all losses, claims, damages,
judgments,  liabilities or expenses, joint or several, to which such Indemnified
Party  may  become  subject  under the Securities Act, the Exchange Act or other
federal  or  state  statutory  law  or regulation, or at common law or otherwise
(including  in settlement of any litigation, if such settlement is effected with
the  written  consent of the Offerors), insofar as such losses, claims, damages,
judgments, liabilities or expenses (or actions in respect thereof) arise out of,
or  are  based upon, or relate to, in whole or in part, (a) any untrue statement
or  alleged  untrue  statement  of  a material fact contained in any information
(whether  written  or oral) or documents executed in favor of, furnished or made
available  to  the Placement Agents or the Purchaser by the Offerors, or (b) any
omission  or  alleged  omission  to  state  in  any  information


                                       12
<PAGE>
(whether  written  or oral) or documents executed in favor of, furnished or made
available  to  the  Placement Agents or the Purchaser by the Offerors a material
fact  required  to be stated therein or necessary to make the statements therein
not  misleading,  and  shall  reimburse each Indemnified Party for any legal and
other  expenses  as  such  expenses  are reasonably incurred by such Indemnified
Party  in  connection  with  investigating, defending, settling, compromising or
paying  any  such  loss,  claim, damage, judgments, liability, expense or action
described in this Section 9.1. In addition to their other obligations under this
Section  9,  the  Offerors  hereby  agree that, as an interim measure during the
pendency  of  any  claim,  action,  investigation,  inquiry  or other proceeding
arising out of, or based upon, or related to the matters described above in this
Section  9.1,  they  shall reimburse each Indemnified Party on a quarterly basis
for  all  reasonable  legal  or  other  expenses  incurred  in  connection  with
investigating  or  defending  any  such claim, action, investigation, inquiry or
other  proceeding, notwithstanding the absence of a judicial determination as to
the  propriety  and  enforceability  of the possibility that such payments might
later be held to have been improper by a court of competent jurisdiction. To the
extent  that  any  such  interim  reimbursement  payment is so held to have been
improper,  each  Indemnified  Party  shall  promptly  return such amounts to the
Offerors  together  with interest, determined on the basis of the prime rate (or
other  commercial  lending  rate  for  borrowers of the highest credit standing)
announced  from  time  to time by First Tennessee Bank, N.A. (the "Prime Rate").
Any  such  interim  reimbursement  payments which are not made to an Indemnified
Party  within  30 days of a request for reimbursement shall bear interest at the
Prime  Rate  from  the  date  of  such  request.

     CONDUCT  OF  INDEMNIFICATION  PROCEEDINGS.     Promptly after receipt by an
     -----------------------------------------
Indemnified  Party  under  this  Section  9 of notice of the commencement of any
action,  such  Indemnified  Party  shall, if a claim in respect thereof is to be
made  against  the Offerors under this Section 9, notify the Offerors in writing
of  the  commencement  thereof;  but, subject to Section 9.4, the omission to so
notify  the  Offerors  shall  not  relieve  them  from any liability pursuant to
Section  9.1  which the Offerors may have to any Indemnified Party unless and to
the  extent  that  the  Offerors did not otherwise learn of such action and such
failure  by  the  Indemnified Party results in the forfeiture by the Offerors of
substantial rights and defenses.  In case any such action is brought against any
Indemnified  Party and such Indemnified Party seeks or intends to seek indemnity
from the Offerors, the Offerors shall be entitled to participate in, and, to the
extent that they may wish, to assume the defense thereof with counsel reasonably
satisfactory  to such Indemnified Party; provided, however, if the defendants in
                                         --------  -------
any  such  action  include  both  the Indemnified Party and the Offerors and the
Indemnified  Party  shall have reasonably concluded that there may be a conflict
between  the  positions  of the Offerors and the Indemnified Party in conducting
the  defense of any such action or that there may be legal defenses available to
it  and/or  other  Indemnified Parties which are different from or additional to
those  available  to the Offerors, the Indemnified Party shall have the right to
select  separate  counsel  to  assume  such  legal  defenses  and  to  otherwise
participate  in  the defense of such action on behalf of such Indemnified Party.
Upon  receipt  of  notice  from  the Offerors to such Indemnified Party of their
election to so assume the defense of such action and approval by the Indemnified
Party  of  counsel,  the  Offerors shall not be liable to such Indemnified Party
under  this  Section  9 for any legal or other expenses subsequently incurred by
such  Indemnified  Party  in  connection with the defense thereof unless (i) the
Indemnified  Party  shall  have  employed  such  counsel  in connection with the
assumption  of  legal  defenses  in accordance with the proviso in the preceding
sentence  (it  being  understood, however, that the Offerors shall not be liable
for  the expenses of more than one separate counsel representing the Indemnified
Parties  who  are  parties  to such action), or (ii) the Offerors shall not have
employed  counsel  reasonably satisfactory to the Indemnified Party to represent
the  Indemnified  Party within a reasonable time after notice of commencement of
the  action,  in  each  of  which cases the fees and expenses of counsel of such
Indemnified  Party  shall  be  at  the  expense  of  the  Offerors.

     CONTRIBUTION.     If  the indemnification provided for in this Section 9 is
     ------------
required  by  its  terms,  but  is  for  any reason held to be unavailable to or
otherwise  insufficient  to hold harmless an Indemnified Party under Section 9.1
in  respect  of any losses, claims, damages, liabilities or expenses referred to
herein  or  therein,  then  the  Offerors shall contribute to the amount paid or
payable  by  such  Indemnified Party as a result of any losses, claims, damages,
judgments,  liabilities or expenses referred to herein (i) in such proportion as
is appropriate to reflect the relative benefits received by the Offerors, on the
one  hand,  and  the  Indemnified Party, on the other hand, from the offering of
such  Capital Securities, or (ii) if the allocation provided by clause (i) above


                                       13
<PAGE>
is  not  permitted  by  applicable  law, in such proportion as is appropriate to
reflect  not only the relative benefits referred to in clause (i) above but also
the  relative  fault of the Offerors, on the one hand, and the Placement Agents,
on  the  other  hand,  in  connection  with  the  statements  or  omissions  or
inaccuracies  in  the  representations  and  warranties herein or other breaches
which  resulted  in  such  losses,  claims,  damages,  judgments, liabilities or
expenses,  as  well  as  any  other  relevant  equitable  considerations.  The
respective  relative benefits received by the Offerors, on the one hand, and the
Placement  Agents,  on  the  other  hand,  shall  be  deemed  to  be in the same
proportion, in the case of the Offerors, as the total price paid to the Offerors
for  the  Capital  Securities  sold by the Offerors to the Purchaser (net of the
compensation  paid  to  the  Placement  Agents  hereunder,  but before deducting
expenses), and in the case of the Placement Agents, as the compensation received
by them, bears to the total of such amounts paid to the Offerors and received by
the  Placement  Agents  as compensation.  The relative fault of the Offerors and
the  Placement  Agents  shall be determined by reference to, among other things,
whether  the  untrue statement or alleged untrue statement of a material fact or
the  omission  or  alleged  omission of a material fact or the inaccurate or the
alleged  inaccurate  representation  and/or  warranty  relates  to  information
supplied  by  the  Offerors  or  the  Placement Agents and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement or omission.  The provisions set forth in Section 0 with respect
to  notice of commencement of any action shall apply if a claim for contribution
is made under this Section 0; provided, however, that no additional notice shall
                              --------  -------
be  required  with  respect  to any action for which notice has been given under
Section  0  for  purposes  of  indemnification.  The  Offerors and the Placement
Agents agree that it would not be just and equitable if contribution pursuant to
this  Section 0 were determined by pro rata allocation or by any other method of
allocation  that  does not take account of the equitable considerations referred
to  in  this Section 0.  The amount paid or payable by an Indemnified Party as a
result  of  the  losses,  claims,  damages,  judgments,  liabilities or expenses
referred  to  in  this  Section  0  shall  be  deemed to include, subject to the
limitations  set forth above, any legal or other expenses reasonably incurred by
such  Indemnified  Party  in connection with investigating or defending any such
action  or  claim.  In  no  event  shall  the  liability of the Placement Agents
hereunder  be  greater in amount than the dollar amount of the compensation (net
of  payment  of  all expenses) received by the Placement Agents upon the sale of
the  Capital  Securities giving rise to such obligation.  No person found guilty
of  fraudulent  misrepresentation  (within  the  meaning of Section 11(f) of the
Securities  Act)  shall  be entitled to contribution from any person who was not
found  guilty  of  such  fraudulent  misrepresentation.

     ADDITIONAL  REMEDIES.     The  indemnity  and  contribution  agreements
     --------------------
contained  in  this Section 9 are in addition to any liability that the Offerors
may  otherwise  have  to  any  Indemnified  Party.

     ADDITIONAL  INDEMNIFICATION.The  Company  shall indemnify and hold harmless
     ---------------------------
the  Trust against all loss, liability, claim, damage and expense whatsoever, as
due  from  the  Trust  under  Sections  9.1  through  9.4  hereof.

RIGHTS  AND  RESPONSIBILITIES  OF  PLACEMENT  AGENTS.
-----------------------------------------------------

     RELIANCE.     In  performing  their  duties  under  this  Agreement,  the
     --------
Placement Agents shall be entitled to rely upon any notice, signature or writing
which  they  shall  in  good  faith  believe  to  be genuine and to be signed or
presented  by a proper party or parties.  The Placement Agents may rely upon any
opinions  or  certificates or other documents delivered by the Offerors or their
counsel  or  designees  to  either  the  Placement  Agents  or  the  Purchaser.

     RIGHTS OF PLACEMENT AGENTS.     In connection with the performance of their
     --------------------------
duties  under  this  Agreement, the Placement Agents shall not be liable for any
error  of  judgment  or  any  action  taken  or  omitted  to be taken unless the
Placement  Agents  were  grossly  negligent  or engaged in willful misconduct in
connection  with  such  performance  or  non-performance.  No  provision of this
Agreement  shall  require the Placement Agents to expend or risk their own funds
or  otherwise  incur  any  financial  liability  on  behalf  of the Purchaser in
connection with the performance of any of their duties hereunder.  The Placement
Agents  shall  be  under  no  obligation to exercise any of the rights or powers
vested  in  them  by  this  Agreement.


                                       14
<PAGE>
MISCELLANEOUS.
--------------

     DISCLOSURE  SCHEDULE.     The  term  "Disclosure Schedule," as used herein,
     --------------------
means the schedule, if any, attached to this Agreement that sets forth items the
disclosure  of  which is necessary or appropriate as an exception to one or more
representations  or warranties contained in Section 5 hereof; provided, that any
                                                              --------
item set forth in the Disclosure Schedule as an exception to a representation or
warranty  shall be deemed an admission by the Offerors that such item represents
an exception, fact, event or circumstance that is reasonably likely to result in
a  Material  Adverse  Effect.  The  Disclosure  Schedule  shall  be  arranged in
paragraphs corresponding to the section numbers contained in Section 5.  Nothing
in  the Disclosure Schedule shall be deemed adequate to disclose an exception to
a  representation  or  warranty  made  herein  unless  the  Disclosure  Schedule
identifies  the  exception  with  reasonable  particularity  and  describes  the
relevant  facts  in  reasonable  detail.  Without limiting the generality of the
immediately  preceding  sentence, the mere listing (or inclusion of a copy) of a
document  or  other item in the Disclosure Schedule shall not be deemed adequate
to  disclose an exception to a representation or warranty made herein unless the
representation or warranty has to do with the existence of the document or other
item  itself.  Information  provided  by  the  Company  in  response  to any due
diligence  questionnaire shall not be deemed part of the Disclosure Schedule and
shall  not  be  deemed  to  be  an  exception  to one or more representations or
warranties contained in Section 5 hereof unless such information is specifically
included  on  the  Disclosure Schedule in accordance with the provisions of this
Section  11.1.

     LEGAL EXPENSES.     At Closing, the Placement Agents shall provide a credit
     --------------
for  the  Offerors'  transaction-related  legal  expenses  in  the  amount  of
$10,000.00.

     NOTICES.     Prior  to  the Closing, and thereafter with respect to matters
     -------
pertaining to this Agreement only, all notices and other communications provided
for  or  permitted  hereunder  shall  be  made  in  writing  by  hand-delivery,
first-class  mail,  telex, telecopier or overnight air courier guaranteeing next
day  delivery:

     if  to  the  Placement  Agents,  to:

                              FTN  Financial  Capital  Markets
                              845  Crossover  Lane,  Suite  150
                              Memphis,  Tennessee  38117
                              Telecopier:  901-435-4706
                              Telephone:  800-456-5460
                              Attention:  James  D.  Wingett

                                   and

                              Keefe,  Bruyette  &  Woods,  Inc.
                              787 7th Avenue
                              4th Floor
                              New York, New York  10019
                              Telecopier:  212-403-2000
                              Telephone:  212-403-1004
                              Attention:  Mitchell  Kleinman,  General  Counsel


                                       15
<PAGE>
    with  a  copy  to:
                              Lewis,  Rice  &  Fingersh,  L.C.
                              500  North  Broadway,  Suite  2000
                              St.  Louis,  Missouri  63102
                              Telecopier:  314-241-6056
                              Telephone:  314-444-7600
                              Attention:  Thomas  C.  Erb,  Esq.

                                   and

                              Sidley  Austin  Brown  &  Wood  LLP
                              787  7th  Avenue
                              New  York,  New  York  10019
                              Telecopier:  212-839-5599
                              Telephone:  212-839-5300
                              Attention:  Renwick  Martin,  Esq.

     if  to  the  Offerors,  to:

                              Community  Capital  Bancshares,  Inc.
                              2722  #1  Dawson  Road
                              Albany,  Georgia  31707
                              Telecopier:  229-446-2274
                              Telephone:  229-446-2201
                              Attention:  David  J.  Baranko

     with  a  copy  to:
                              Powell,  Goldstein,  Frazer  &  Murphy  LLP
                              191  Peachtree  Street,  N.E.
                              Sixteenth  Floor
                              Atlanta,  Georgia  30303
                              Telecopier:  404-572-6999
                              Telephone:  404-572-6904
                              Attention:  Lyn  G.  Schroeder,  Esq.

     All such notices and communications shall be deemed to have been duly given
(i)  at  the time delivered by hand, if personally delivered, (ii) five business
days  after  being deposited in the mail, postage prepaid, if mailed, (iii) when
answered back, if telexed, (iv) the next business day after being telecopied, or
(v)  the  next  business  day  after  timely  delivery  to a courier, if sent by
overnight  air  courier  guaranteeing  next  day  delivery.  From  and after the
Closing,  the  foregoing  notice  provisions  shall  be superseded by any notice
provisions  of  the  Operative  Documents  under  which  notice  is  given.  The
Placement  Agents,  the  Company, and their respective counsel, may change their
respective  notice  addresses  from time to time by written notice to all of the
foregoing  persons.

     PARTIES  IN  INTEREST,  SUCCESSORS AND ASSIGNS.     Except as expressly set
     ----------------------------------------------
forth  herein,  this  Agreement  is made solely for the benefit of the Placement
Agents,  the Purchaser and the Offerors and any person controlling the Placement
Agents,  the  Purchaser  or  the  Offerors  and  their respective successors and
assigns;  and no other person shall acquire or have any right under or by virtue
of  this Agreement.  This Agreement shall inure to the benefit of and be binding
upon  the  successors  and  assigns  of  each  of  the  parties.


                                       16
<PAGE>

     COUNTERPARTS.     This  Agreement  may be executed by the parties hereto in
     ------------
separate  counterparts,  each of which when so executed shall be deemed to be an
original  and  all  of  which  taken  together shall constitute one and the same
agreement.

     HEADINGS.     The  headings  in  this  Agreement  are  for  convenience  of
     --------
reference  only  and  shall  not  limit  or otherwise affect the meaning hereof.

     GOVERNING  LAW.     THIS  AGREEMENT  SHALL  BE GOVERNED BY AND CONSTRUED IN
     --------------
ACCORDANCE  WITH  THE INTERNAL LAWS (AND NOT THE LAWS PERTAINING TO CONFLICTS OF
LAWS)  OF  THE  STATE  OF  NEW  YORK.

     ENTIRE AGREEMENT.     This Agreement, together with the Operative Documents
     ----------------
and  the  other  documents  delivered  in  connection  with  the  transactions
contemplated by this Agreement, is intended by the parties as a final expression
of  their agreement and intended to be a complete and exclusive statement of the
agreement  and  understanding  of  the  parties hereto in respect of the subject
matter  contained  herein  and  therein.  There  are  no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.  This  Agreement,  together  with the Operative Documents and the other
documents  delivered  in  connection  with  the transaction contemplated by this
Agreement,  supersedes  all  prior  agreements  and  understandings  between the
parties  with  respect  to  such  subject  matter.

     SEVERABILITY.     In  the  event  that  any  one  or more of the provisions
     ------------
contained  herein,  or  the  application  thereof  in any circumstances, is held
invalid,  illegal  or unenforceable in any respect for any reason, the validity,
legality  and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected, it
being  intended  that  all  of  the

Placement Agents' and the Purchaser's rights and privileges shall be enforceable
to  the  fullest  extent  permitted  by  law.

     SURVIVAL.     The  Placement  Agents  and the Offerors, respectively, agree
     --------
that the representations, warranties and agreements made by each of them in this
Agreement  and  in any certificate or other instrument delivered pursuant hereto
shall  remain  in  full  force and effect and shall survive the delivery of, and
payment  for,  the  Capital  Securities.

                     Signatures appear on the following page


                                       17
<PAGE>
     If this Agreement is satisfactory to you, please so indicate by signing the
acceptance  of  this  Agreement  and  deliver  such  counterpart to the Offerors
whereupon  this  Agreement will become binding between us in accordance with its
terms.

                                    Very truly yours,

                                   COMMUNITY CAPITAL BANCSHARES, INC.


                                   By: /s/ David J. Baranko
                                   Name: David J. Baranko
                                        ----------------------------------------
                                   Title: CFO
                                         ---------------------------------------


                                   COMMUNITY CAPITAL STATUTORY TRUST I


                                   By: /s/ David J. Baranko
                                       -----------------------------------------
                                   Name: David J. Baranko
                                        ----------------------------------------
                                   Title:  Administrator



CONFIRMED AND ACCEPTED,
as of the date first set forth above


FTN FINANCIAL CAPITAL MARKETS,
A DIVISION OF FIRST TENNESSEE BANK, N.A.,
AS A PLACEMENT AGENT


By: /s/ James D. Wingett
   ----------------------------------------
Name: James D. Wingett
     --------------------------------------
Title: Senior Vice President
      -------------------------------------


KEEFE, BRUYETTE & WOODS, INC.
A NEW YORK CORPORATION, AS A PLACEMENT AGENT


By: /s/ Peter J. Wirth
   ----------------------------------------
Name: Peter J. Wirth
   ----------------------------------------
Title: Managing Director
      -------------------------------------


                                       18
<PAGE>
                                    EXHIBIT A
                                    ---------

                         FORM OF SUBSCRIPTION AGREEMENT
                         ------------------------------
                       COMMUNITY CAPITAL STATUTORY TRUST I
                       COMMUNITY CAPITAL BANCSHARES, INC.

                             SUBSCRIPTION AGREEMENT

                                 MARCH 26, 2003

     THIS SUBSCRIPTION AGREEMENT (this "Agreement") made among Community Capital
Statutory Trust I (the "Trust"), a statutory trust created under the Connecticut
Statutory Trust Act (Chapter 615 of Title 34 of the Connecticut General
Statutes, Section 500, et seq.), Community Capital Bancshares, Inc., a Georgia
corporation, with its principal offices located at 2722 #1 Dawson Road, Albany,
Georgia  31707 (the "Company" and, collectively with the Trust, the "Offerors"),
and Preferred Term Securities IX, Ltd. (the "Purchaser").

                                    RECITALS:

     A.     The  Trust  desires  to  issue  4,000  of  its Floating Rate Capital
Securities  (the "Capital Securities"), liquidation amount $1,000.00 per Capital
Security,  representing  an  undivided  beneficial interest in the assets of the
Trust  (the  "Offering"),  to  be  issued  pursuant  to  an Amended and Restated
Declaration  of  Trust  (the "Declaration") by and among the Company, U. S. Bank
National  Association  ("U. S. Bank"), the administrators named therein, and the
holders  (as  defined therein), which Capital Securities are to be guaranteed by
the  Company  with  respect  to  distributions  and  payments  upon liquidation,
redemption  and otherwise pursuant to the terms of a Guarantee Agreement between
the  Company  and  U.  S.  Bank,  as  trustee  (the  "Guarantee");  and

     B.     The  proceeds  from  the  sale  of  the  Capital  Securities will be
combined  with  the  proceeds  from  the sale by the Trust to the Company of its
common  securities,  and  will  be  used  by the Trust to purchase an equivalent
amount  of  Floating  Rate Junior Subordinated Deferrable Interest Debentures of
the  Company  (the  "Debentures")  to  be  issued  by the Company pursuant to an
indenture  to  be  executed  by  the  Company  and  U.  S. Bank, as trustee (the
"Indenture");  and

     C.     In  consideration of the premises and the mutual representations and
covenants  hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

                                    ARTICLE I

                     PURCHASE AND SALE OF CAPITAL SECURITIES

     1.1.     Upon  the execution of this Agreement, the Purchaser hereby agrees
to  purchase  from  the  Trust  4,000  Capital  Securities  at  a price equal to
$1,000.00  per  Capital  Security (the "Purchase Price") and the Trust agrees to
sell  such  Capital  Securities  to  the Purchaser for said Purchase Price.  The
rights  and  preferences  of  the  Capital  Securities  are  set  forth  in  the
Declaration.  The  Purchase  Price  is payable in immediately available funds on
March  26,  2003,  or  such  other  business  day  as  may  be designated by the
Purchaser,  but in no event later than March 28, 2003 (the "Closing Date").  The
Offerors  shall provide the Purchaser wire transfer instructions no later than 1
day  following  the  date  hereof.

     1.2.     The  certificate  for the Capital Securities shall be delivered by
the  Trust  on  the  Closing  Date  to  the  Purchaser  or  its  designee.



                                       A-1
<PAGE>
     1.3.     The  Placement  Agreement,  dated  March  17, 2003 (the "Placement
Agreement"),  among  the  Offerors  and  the Placement Agents identified therein
includes  certain  representations  and  warranties, covenants and conditions to
closing  and  certain  other  matters  governing  the  Offering.  The  Placement
Agreement  is  hereby  incorporated  by  reference  into  this Agreement and the
Purchaser  shall be entitled to each of the benefits of the Placement Agents and
the Purchaser under the Placement Agreement and shall be entitled to enforce the
obligations  of  the  Offerors under such Placement Agreement as fully as if the
Purchaser  were  a  party  to  such  Placement  Agreement.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     2.1.     The  Purchaser  understands  and  acknowledges  that  neither  the
Capital  Securities, the Debentures nor the Guarantee have been registered under
the  Securities  Act  of  1933,  as amended (the "Securities Act"), or any other
applicable  securities  law,  are  being  offered  for  sale  by  the  Trust  in
transactions not requiring registration under the Securities Act, and may not be
offered,  sold,  pledged  or  otherwise  transferred  by the Purchaser except in
compliance with the registration requirements of the Securities Act or any other
applicable  securities  laws,  pursuant  to  an  exemption  therefrom  or  in  a
transaction  not  subject  thereto.

     2.2.     The  Purchaser  represents,  warrants and certifies that (i) it is
not  a  "U.S.  person"  as such term is defined in Rule 902 under the Securities
Act,  (ii) it is not acquiring the Capital Securities for the account or benefit
of  any  such U.S. person, (iii) the offer and sale of Capital Securities to the
Purchaser  constitutes  an  "offshore  transaction"  under  Regulation  S of the
Securities  Act, and (iv) it will not engage in hedging transactions with regard
to  the  Capital Securities unless such transactions are conducted in compliance
with  the  Securities  Act  and the Purchaser agrees to the legends and transfer
restrictions  set  forth  on  the  Capital  Securities  certificate.

     2.3.     The  Purchaser  represents  and warrants that it is purchasing the
Capital  Securities for its own account, for investment, and not with a view to,
or  for  offer or sale in connection with, any distribution thereof in violation
of  the  Securities  Act  or  other  applicable  securities laws, subject to any
requirement  of  law that the disposition of its property be at all times within
its  control  and  subject  to  its  ability  to  resell such Capital Securities
pursuant  to  an  effective  registration  statement under the Securities Act or
under  Rule  144A  or  any other exemption from registration available under the
Securities  Act  or  any  other  applicable  Securities  law.

     2.4.     The  Purchaser  represents and warrants that it has full power and
authority to execute and deliver this Agreement, to make the representations and
warranties  specified  herein,  and  to consummate the transactions contemplated
herein  and  it has full right and power to subscribe for Capital Securities and
perform  its  obligations  pursuant  to  this  Agreement.

     2.5.     The  Purchaser,  a  Cayman Islands Company whose business includes
issuance of certain notes and acquiring the Capital Securities and other similar
securities,  represents  and  warrants  that  it  has

such  knowledge  and  experience  in  financial  and business matters that it is
capable of evaluating the merits and risks of purchasing the Capital Securities,
has  had  the  opportunity  to ask questions of, and receive answers and request
additional  information  from, the Offerors and is aware that it may be required
to  bear  the  economic  risk  of  an  investment  in  the  Capital  Securities.

     2.6.     The  Purchaser  represents  and  warrants  that no filing with, or
authorization, approval, consent, license, order, registration, qualification or
decree  of,  any governmental body, agency or court having jurisdiction over the
Purchaser,  other  than  those  that have been made or obtained, is necessary or


                                       A-2
<PAGE>
required  for  the  performance  by  the Purchaser of its obligations under this
Agreement  or  to  consummate  the  transactions  contemplated  herein.

     2.7.     The Purchaser represents and warrants that this Agreement has been
duly  authorized,  executed  and  delivered  by  the  Purchaser.

     2.8.     The  Purchaser  represents  and warrants that (i) the Purchaser is
not  in  violation  or  default  of any term of its Memorandum of Association or
Articles  of Association, of any provision of any mortgage, indenture, contract,
agreement, instrument or contract to which it is a party or by which it is bound
or  of any judgment, decree, order, writ or, to its knowledge, any statute, rule
or regulation applicable to the Purchaser which would prevent the Purchaser from
performing  any  material  obligation  set forth in this Agreement; and (ii) the
execution,  delivery  and performance of and compliance with this Agreement, and
the  consummation  of  the  transactions  contemplated herein, will not, with or
without  the  passage  of  time or giving of notice, result in any such material
violation,  or  be in conflict with or constitute a default under any such term,
or  the  suspension,  revocation,  impairment,  forfeiture or non-renewal of any
permit,  license,  authorization  or  approval  applicable to the Purchaser, its
business  or  operations  or any of its assets or properties which would prevent
the  Purchaser  from  performing  any  material  obligations  set  forth in this
Agreement.

     2.9.     The  Purchaser  represents  and  warrants that the Purchaser is an
exempted  company with limited liability duly incorporated, validly existing and
in  good standing under the laws of the jurisdiction where it is organized, with
full  power  and  authority  to  perform  its  obligations under this Agreement.

     2.10.     The  Purchaser understands and acknowledges that the Company will
rely  upon  the  truth  and  accuracy  of  the  foregoing  acknowledgments,
representations,  warranties  and  agreements  and  agrees  that,  if any of the
acknowledgments,  representations,  warranties or agreements deemed to have been
made  by it by its purchase of the Capital Securities are no longer accurate, it
shall  promptly  notify  the  Company.

     2.11.     The Purchaser understands that no public market exists for any of
the  Capital  Securities, and that it is unlikely that a public market will ever
exist  for  the  Capital  Securities.

                                   ARTICLE III
                                  MISCELLANEOUS
     3.1.     Any  notice or other communication given hereunder shall be deemed
sufficient  if  in  writing  and  sent  by  registered or certified mail, return
receipt  requested,  international  courier or delivered by hand against written
receipt  therefor,  or  by facsimile transmission and confirmed by telephone, to
the  following addresses, or such other address as may be furnished to the other
parties  as  herein  provided:

          To the Offerors:     Community Capital Bancshares, Inc.
                               2722 #1 Dawson Road
                               Albany, Georgia  31707
                               Attention:  David J. Baranko
                               Fax:  229-446-2274

          To the Purchaser:     Preferred Term Securities IX, Ltd.
                               c/o Maples Finance Limited
                               P.O. Box 1093 GT
                               Queensgate House
                               South Church Street


                                       A-3
<PAGE>
                               George Town, Grand Cayman
                               Cayman Islands
                               Attention:  The Directors
                               Fax:  345-945-7100

          Unless otherwise expressly provided herein, notices shall be deemed to
have been given on the date of mailing, except notice of change of address,
which shall be deemed to have been given when received.

     3.2.     This Agreement shall not be changed, modified or amended except by
a  writing  signed  by  the parties to be charged, and this Agreement may not be
discharged  except  by  performance in accordance with its terms or by a writing
signed  by  the  party  to  be  charged.

     3.3.     Upon  the  execution  and  delivery  of  this  Agreement  by  the
Purchaser,  this  Agreement  shall  become a binding obligation of the Purchaser
with  respect  to  the  purchase  of  Capital  Securities  as  herein  provided.

     3.4.     NOTWITHSTANDING  THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY
ANY  OF  THE  PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF  THE  STATE  OF  NEW  YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     3.5.     The  parties  agree  to  execute  and  deliver  all  such  further
documents,  agreements and instruments and take such other and further action as
may  be  necessary  or  appropriate to carry out the purposes and intent of this
Agreement.

     3.6.     This Agreement may be executed in one or more counterparts each of
which  shall  be  deemed an original, but all of which shall together constitute
one  and  the  same  instrument.

     3.7.     In  the  event  that  any  one or more of the provisions contained
herein,  or  the  application  thereof  in  any  circumstances, is held invalid,
illegal  or  unenforceable in any respect for any reason, the validity, legality
and  enforceability  of  any  such  provision  in every other respect and of the
remaining  provisions  hereof  shall  not be in any way impaired or affected, it
being  intended  that  all  of  the  Offerors'  and  the  Purchaser's rights and
privileges  shall  be  enforceable  to  the  fullest  extent  permitted  by law.

                     Signatures appear on the following page


                                       A-4
<PAGE>
  IN WITNESS WHEREOF, I have set my hand the day and year first written above.


PREFERRED TERM SECURITIES IX, LTD.


By:_______________________________
Print Name:_______________________
Title:____________________________

     IN WITNESS WHEREOF, this Agreement is agreed to and accepted as of the day
and year first written above.


                                              COMMUNITY CAPITAL BANCSHARES, INC.


                                              By:_______________________________

                                              Name:_____________________________

                                              Title:____________________________



                                              COMMUNITY CAPITAL STATUTORY
                                              TRUST I


                                              By:_______________________________

                                              Name:_____________________________

                                              Title:  Administrator


                                       A-5
<PAGE>
                                   EXHIBIT B-1
                                   -----------

                         FORM OF COMPANY COUNSEL OPINION
                         -------------------------------

                                 March 26, 2003

Preferred Term Securities IX, Ltd.        FTN Financial Capital Markets
c/o Maples Finance Limited                845 Crossover Lane, Suite 150
P. O. Box 1093 GT                         Memphis, Tennessee  38117
Queensgate House
South Church Street                       Keefe, Bruyette & Woods, Inc.
George Town, Grand Cayman                 787 7th Avenue
Cayman Islands                                    4th Floor
                                          New York, New York  10019

Ladies and Gentlemen:

     We  have  acted  as  counsel  to  Community  Capital  Bancshares, Inc. (the
"Company"),  a  Georgia  corporation  in  connection  with  a  certain Placement
Agreement,  dated  March  17,  2003,  (the  "Placement  Agreement"), between the
Company  and Community Capital Statutory Trust I (the "Trust"), on one hand, and
FTN  Financial Capital Markets and Keefe, Bruyette & Woods, Inc. (the "Placement
Agents"), on the other hand. Pursuant to the Placement Agreement, and subject to
the  terms  and  conditions  stated  therein,  the  Trust will issue and sell to
Preferred  Term  Securities  IX, Ltd. (the "Purchaser"), $4,000,000.00 aggregate
principal  amount  of  Floating  Rate  Capital  Securities  (liquidation  amount
$1,000.00  per  capital  security)  (the  "Capital  Securities").

     Capitalized terms used herein and not otherwise defined shall have the same
meanings  ascribed  to  them  in  the  Placement  Agreement.

     The  law  covered by the opinions expressed herein is limited to the law of
the  United  States  of  America  and  of  the  State  of  Georgia.

     We have made such investigations of law as, in our judgment, were necessary
to  render  the  following  opinions.  We  have  also reviewed (a) the Company's
Articles of Incorporation, as amended, and its By-Laws, as amended; and (b) such
corporate  documents,  records,  information and certificates of the Company and
its Subsidiaries, certificates of public officials or government authorities and
other  documents  as  we have deemed necessary or appropriate as a basis for the
opinions hereinafter expressed. As to certain facts material to our opinions, we
have  relied,  with  your  permission,  upon  statements,  certificates  or
representations,  including  those  delivered  or  made  in  connection with the
above-referenced  transaction,  of  officers  and  other  representatives of the
Company  and  its  Subsidiaries  and  the  Trust.

     As  used  herein,  the  phrase  "to  our  knowledge" or "to the best of our
knowledge"  or  other similar phrase means the actual knowledge of the attorneys
who  have had active involvement in the transactions described above or who have
prepared  or  signed  this  opinion  letter,  or  who  otherwise  have  devoted
substantial  attention  to  legal  matters  for  the  Company.

     Based  upon and subject to the foregoing and the further qualifications set
forth  below,  we  are  of  the  opinion  as  of  the  date  hereof  that:


                                      B-1-1
<PAGE>
     1.     The Company is validly existing and in good standing under the laws
of  the  State of Georgia and is duly registered as a bank holding company under
the  Bank  Holding  Company  Act  of  1956,  as amended. Each of the Significant
Subsidiaries  is  validly  existing  and  in good standing under the laws of its
jurisdiction  of  organization.  Each  of  the  Company  and  the  Significant
Subsidiaries  has  full  corporate  power  and  authority  to  own  or lease its
properties  and  to conduct its business as such business is currently conducted
in  all  material respects. To the best of our knowledge, all outstanding shares
of  capital  stock of the Significant Subsidiaries have been duly authorized and
validly  issued,  and are fully paid and nonassessable except to the extent such
shares  may  be  deemed  assessable  under  12 U.S.C. Section 1831o or 12 U.S.C.
Section 55, and are owned of record and beneficially, directly or indirectly, by
the  Company.

     2.     The issuance, sale and delivery of the Debentures in accordance with
the  terms and conditions of the Placement Agreement and the Operative Documents
have been duly authorized by all necessary actions of the Company. The issuance,
sale  and  delivery  of the Debentures by the Company and the issuance, sale and
delivery of the Trust Securities by the Trust do not give rise to any preemptive
or  other  rights to subscribe for or to purchase any shares of capital stock or
equity securities of the Company or the Significant Subsidiaries pursuant to the
corporate  Articles  of  Incorporation  or  Charter,  By-Laws or other governing
documents of the Company or the Significant Subsidiaries, or, to the best of our
knowledge,  any  agreement  or  other  instrument to which either Company or the
Subsidiaries  is a party or by which the Company or the Significant Subsidiaries
may  be  bound.

     3.     The Company has all requisite corporate power to enter into and
perform  its  obligations  under  the  Placement  Agreement and the Subscription
Agreement,  and the Placement Agreement and the Subscription Agreement have been
duly  and  validly  authorized,  executed  and  delivered  by  the  Company  and
constitute  the  legal, valid and binding obligations of the Company enforceable
in accordance with their terms, except as the enforcement thereof may be limited
by  general  principles  of  equity  and  by  bankruptcy or other laws affecting
creditors'  rights generally, and except as the indemnification and contribution
provisions thereof may be limited under applicable laws and certain remedies may
not  be  available  in  the  case  of  a  non-material  breach.

     4.     Each of the Indenture, the Trust Agreement and the Guarantee
Agreement  has  been duly authorized, executed and delivered by the Company, and
is  a  valid  and  legally  binding  obligation  of  the  Company enforceable in
accordance  with  its  terms,  subject  to the effect of bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies  of  creditors  generally  and  of  general  principles  of  equity.

     5.     The Debentures have been duly authorized, executed and delivered by
the  Company, are entitled to the benefits of the Indenture and are legal, valid
and  binding  obligations  of  the  Company  enforceable  against the Company in
accordance  with  their  terms, subject to the effect of bankruptcy, insolvency,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies  of  creditors  generally  and  of  general  principles  of  equity.

     6.     To the best of our knowledge, neither the Company, the Trust, nor
any  other  Subsidiaries of the Company is in breach or violation of, or default
under,  with  or  without  notice  or  lapse  of  time  or both, its Articles of
Incorporation  or  Charter,  By-Laws  or  other  governing  documents (including
without  limitation,  the  Trust  Agreement).  The  execution,  delivery  and
performance  of  the  Placement  Agreement  and  the Operative Documents and the
consummation of the transactions contemplated by the Placement Agreement and the
Operative Documents do not and will not (i) result in the creation or imposition
of  any  material  lien,  claim,  charge,  encumbrance  or  restriction upon any
property  or  assets  of the Company or its Subsidiaries, or (ii) conflict with,
constitute  a  material breach or violation of, or constitute a material default
under,  with  or  without  notice  or  lapse  of time or both, any of the terms,
provisions  or  conditions  of


                                       B-1-2
<PAGE>
(A)  the  Articles  of  Incorporation  or  Charter,  By-Laws  or other governing
documents  of  the  Company  or  its  Subsidiaries,  or  (B)  to the best of our
knowledge,  any  material  contract, indenture, mortgage, deed of trust, loan or
credit  agreement,  note,  lease,  franchise,  license or any other agreement or
instrument  to  which the Company or its Subsidiaries is a party or by which any
of  them  or  any  of their respective properties may be bound or (C) any order,
decree,  judgment,  franchise, license, permit, rule or regulation of any court,
arbitrator,  government,  or governmental agency or instrumentality, domestic or
foreign, known to us having jurisdiction over the Company or its Subsidiaries or
any  of  their  respective  properties which, in the case of each of (i) or (ii)
above,  is material to the Company and its Subsidiaries on a consolidated basis.

     7.     Except  for  filings,  registrations  or  qualifications that may be
required  by  applicable securities laws, no authorization, approval, consent or
order  of, or filing, registration or qualification with, any person (including,
without limitation, any court, governmental body or authority) is required under
the  laws  of  the  State  of  Georgia  in  connection  with  the  transactions
contemplated  by  the  Placement  Agreement  and  the  Operative  Documents  in
connection  with the offer and sale of the Capital Securities as contemplated by
the  Placement  Agreement  and  the  Operative  Documents.

     8.     To  the  best  of our knowledge (i) no action, suit or proceeding at
law  or  in  equity  is  pending  or  threatened  to which the Offerors or their
Subsidiaries  are  or  may be a party, and (ii) no action, suit or proceeding is
pending or threatened against or affecting the Offerors or their Subsidiaries or
any  of  their  properties,  before  or  by  any court or governmental official,
commission,  board  or  other  administrative  agency, authority or body, or any
arbitrator,  wherein an unfavorable decision, ruling or finding could reasonably
be  expected  to  have  a  material  adverse  effect  on the consummation of the
transactions contemplated by the Placement Agreement and the Operative Documents
or  the  issuance  and sale of the Capital Securities as contemplated therein or
the  condition (financial or otherwise), earnings, affairs, business, or results
of  operations  of  the Offerors and their Subsidiaries on a consolidated basis.

     9.     Assuming  the  truth  and  accuracy  of  the  representations  and
warranties  of the Placement Agents in the Placement Agreement and the Purchaser
in  the  Subscription  Agreement,  it  is  not  necessary in connection with the
offering,  sale  and  delivery of the Capital Securities, the Debentures and the
Guarantee Agreement (or the Guarantee) to register the same under the Securities
Act  of  1933, as amended, under the circumstances contemplated in the Placement
Agreement  and  the  Subscription  Agreement.

     10.     Neither the Company nor the Trust is or after giving effect to the
offering  and  sale  of  the  Capital  Securities  and  the  consummation of the
transactions  described  in  the  Placement  Agreement  will  be, an "investment
company"  or  an  entity  "controlled"  by an "investment company," in each case
within  the  meaning  of the Investment Company Act of 1940, as amended, without
regard  to  Section  3(c)  of  such  Act.


                                       B-1-3
<PAGE>
     The opinion expressed in the first two sentences of numbered paragraph 1 of
this Opinion Letter is based solely upon certain certificates and confirmations
issued by the applicable governmental officer or authority with respect to each
of the Company and the Significant Subsidiaries.

     With  respect  to  the  foregoing opinions, since no member of this firm is
actively  engaged  in  the  practice  of law in the States of Connecticut or New
York,  we do not express any opinions as to the laws of such states and have (i)
relied,  with  your  approval,  upon  the  opinion of Bingham McCutchen LLP with
respect  to  matters of Connecticut law and (ii) assumed, with your approval and
without  rendering any opinion to such effect, that the laws of the State of New
York,  in  all respects material to this opinion, are substantively identical to
the  laws of the State of Georgia, without regard to conflict of law provisions.

     This  opinion  is  rendered to you solely pursuant to Section 3.1(a) of the
Placement  Agreement.  As such, it may be relied upon by you only and may not be
used  or  relied upon by any other person for any purpose whatsoever without our
prior  written  consent.

                              Very truly yours,


                                       B-1-4
<PAGE>
                                   EXHIBIT B-2
                                   -----------

                       FORM OF CONNECTICUT COUNSEL OPINION
                       -----------------------------------

TO  THE  PARTIES  LISTED
ON  SCHEDULE  I  HERETO

Ladies  and  Gentlemen:

     We  have acted as special counsel in the State of Connecticut (the "State")
for  Community  Capital Statutory Trust I (the "Trust"), a Connecticut statutory
trust  formed  pursuant  to  the  Amended and Restated Declaration of Trust (the
"Trust  Agreement")  dated  as  of  the  date  hereof,  among  Community Capital
Bancshares,  Inc.,  a  Georgia  corporation (the "Sponsor"), U. S. Bank National
Association,  a  national banking association ("U. S. Bank"), in its capacity as
Institutional Trustee (the "Institutional Trustee"), and Robert E. Lee, David J.
Baranko  and  Charles  M.  Jones,  III,  each,  an  individual,  (each,  an
"Administrator") in connection with the issuance by the Trust to the Holders (as
defined  in  the  Trust  Agreement)  of  its  capital  securities  (the "Capital
Securities") pursuant to the Placement Agreement dated as of March 17, 2003 (the
"Placement  Agreement"),  the issuance by the Trust to the Sponsor of its Common
Securities,  pursuant  to  the  Trust Agreement and the acquisition by the Trust
from the Sponsor of Debentures, issued pursuant to the Indenture dated as of the
date  hereof  (the  "Indenture").

     The Institutional Trustee has requested that we deliver this opinion to you
in accordance with Section 3.1(b) of the Placement Agreement.  Capitalized terms
not otherwise defined herein shall have the meanings specified in, or defined by
reference  in  or  set  forth  in  the  Operative  Documents (as defined below).

     Our representation of the Trust has been as special counsel for the limited
purposes stated above.  As to all matters of fact (including factual conclusions
and  characterizations  and descriptions of purpose, intention or other state of
mind),  we  have  relied,  with  your  permission,  entirely  upon  (i)  the
representations  and  warranties  of  the  parties  set  forth  in the Operative
Documents and (ii) certificates delivered to us by the management of U. S. Bank,
and  have  assumed,  with  your  permission,  without  independent  inquiry, the
accuracy  of  those  representations,  warranties  and  certificates.

     We  have  examined  the  following documents to which the Trust is a party,
each  of  which  is  dated  the  date  hereof,  unless  otherwise  noted:

               (i)   the  Trust  Agreement;

               (ii)  the  Placement  Agreement;

               (iii) the  Subscription  Agreement;

               (iv)  the  Certificate  of  Common  Securities;

               (v)   the  Certificate  of  Capital  Securities;

               (vi)  the  Guarantee  Agreement;

               (vii) the Certificate of Trust filed with the Secretary of State
                     of  the  State  of Connecticut  dated  March  13, 2003; and


                                       B-2-1
<PAGE>
             (viii) a  Certificate  of Legal Existence for the Trust obtained
                    from  the  Secretary  of  State  of the State of Connecticut
                    dated March 14, 2003 (the "Certificate of Legal Existence").

     The  documents  referenced  in  subparagraphs  (i)  through (vii) above are
hereinafter  referred  to  collectively  as  the  "Operative  Documents."

     We  have  also  examined  originals,  or  copies,  certified  or  otherwise
identified  to  our satisfaction, of such other corporate and public records and
agreements,  instruments,  certificates  and  other  documents as we have deemed
necessary  or  appropriate  for  the  purposes  of  rendering this opinion.  For
purposes of our opinion rendered in paragraph 1 below, with respect to the legal
existence  of  the Trust, our opinion relies entirely upon and is limited by the
Certificate  of  Legal  Existence,  which  is  attached  hereto  as  Exhibit  A.
                                                                     ----------

     We  have  assumed,  with your permission, the genuineness of all signatures
(other  than  those  on  behalf  of U. S. Bank, the Guarantee Trustee, Indenture
Trustee,  Institutional  Trustee and the Trust), the conformity of the originals
of  all documents reviewed by us as copies, the authenticity and completeness of
all  original  documents  reviewed  by us in original or copy form and the legal
competence  of  each  individual  executing  any  document  (other  than  those
individuals  executing documents on behalf of U. S. Bank, the Guarantee Trustee,
Indenture  Trustee,  Institutional  Trustee  and  the  Trust).

     When  an  opinion set forth below is given to the best of our knowledge, or
to  our  knowledge,  or with reference to matters of which we are aware or which
are  known  to us, or with another similar qualification, the relevant knowledge
or  awareness  is limited to the actual knowledge or awareness of the individual
lawyers  in  the  firm  who  have participated directly and substantively in the
specific  transactions  to which this opinion relates and without any special or
additional  investigation  undertaken for the purposes of this opinion except as
indicated  herein.

     For the purposes of this opinion we have made such examination of law as we
have  deemed  necessary.  The opinions expressed below are limited solely to the
internal  substantive  laws  of  the  State (as applied by courts located in the
State  without regard to choice of law) and we express no opinion as to the laws
of  any  other  jurisdiction.  To  the  extent  to which this opinion deals with
matters  governed by or relating to the laws of any other state or jurisdiction,
we have assumed, with your permission, that the Operative Documents are governed
by  the  internal  substantive  laws  of  the  State.

     We  express  no  opinion  as  to  (i) the effect of suretyship defenses, or
defenses  in  the  nature  thereof,  with  respect  to  the  obligations  of any
applicable  guarantor,  joint  obligor,  surety,  accommodation  party, or other
secondary  obligor  or  any  provisions  of  the Trust Agreement with respect to
indemnification  or  contribution  and  (ii) the accuracy or completeness of any
exhibits or schedules to the Operative Documents.  No opinion is given herein as
to  the  choice  of  law  or internal substantive rules of law that any court or
other  tribunal  may  apply  to  the  transactions contemplated by the Operative
Documents.  No  opinion  is  expressed herein as to the application or effect of
federal  securities laws or as to the securities or so-called "Blue Sky" laws of
Connecticut  or  of  any  other  state  or  other  jurisdiction.

     Our  opinion,  with  your  permission,  is further subject to the following
exceptions,  qualifications  and  assumptions:

          (a)      We have assumed without any independent investigation that
     (i) each party to the Operative Documents, other than U. S. Bank, the
     Guarantee Trustee, Indenture Trustee, Institutional Trustee and the Trust,
     as applicable, at all times relevant thereto, is validly existing and in
     good standing under the laws of the jurisdiction in which it is organized,
     and is qualified to do business and in good standing under the laws of each


                                       B-2-2
<PAGE>
     jurisdiction where such qualification is required generally or necessary in
     order for such party to enforce its rights under such Operative Documents,
     (ii) each party to the Operative Documents, at all times relevant thereto,
     had and has the full power, authority and legal right under its certificate
     of incorporation, partnership agreement, by-laws, and other governing
     organizational documents, and the applicable corporate, partnership, or
     other enterprise legislation and other applicable laws, as the case may be
     (other than U. S. Bank, the Guarantee Trustee, Indenture Trustee,
     Institutional Trustee or the Trust) to execute, deliver and to perform its
     obligations under, the Operative Documents, and (iii) each party to the
     Operative Documents other than U. S. Bank, the Guarantee Trustee, Indenture
     Trustee, Institutional Trustee or the Trust has duly executed and delivered
     each of such agreements and instruments to which it is a party and that the
     execution and delivery of such agreements and instruments and the
     transactions contemplated thereby have been duly authorized by proper
     corporate or other organizational proceedings as to each such party.

          (b)     We have assumed without any independent investigation (i) that
     the Institutional Trustee, the Sponsor and the Administrators have received
     the agreed to and stated consideration for the incurrence of the
     obligations applicable to it under the Trust Agreement and each of the
     other Operative Documents, (ii) that each of the Operative Documents (other
     than the Trust Agreement) is a valid, binding and enforceable obligation of
     each party thereto other than the Trust, U. S. Bank and the Institutional
     Trustee, as applicable; and, for the purposes of this opinion letter, we
     herein also assume that each of the Operative Documents (other than the
     Trust Agreement) constitutes a valid, binding and enforceable obligation of
     U. S. Bank, the Guarantee Trustee and the Indenture Trustee, as applicable
     under Connecticut and federal law (as to which such matters we are
     delivering to you a separate opinion letter on this date, which is subject
     to the assumptions, qualifications and limitations set forth therein).

          (c)     The enforcement of any obligations of U. S. Bank, the Sponsor
     and the Administrators, as applicable, under the Trust Agreement and the
     obligations of the Trust under the other Operative Documents may be limited
     by the receivership, conservatorship and supervisory powers of depository
     institution regulatory agencies generally, as well as by bankruptcy,
     insolvency, reorganization, moratorium, marshaling or other laws and rules
     of law affecting the enforcement generally of creditors' rights and
     remedies (including such as may deny giving effect to waivers of debtors'
     or guarantors' rights); and we express no opinion as to the status under
     any fraudulent conveyance laws or fraudulent transfer laws of any of the
     obligations of U. S. Bank, the Sponsor, the Administrators or the Trust
     under any of the Operative Documents.

          (d)     We express no opinion as to the enforceability of any
     particular provision of the Trust Agreement or the other Operative
     Documents relating to remedies after default.

          (e)     We express no opinion as the availability of any specific or
     equitable relief of any kind.

          (f)     The enforcement of any rights may in all cases be subject to
     an implied duty of good faith and fair dealing and to general principles of
     equity (regardless of whether such enforceability is considered in a
     proceeding at law or in equity).

          (g)     We express no opinion as to the enforceability of any
     particular provision of


                                       B-2-3
<PAGE>
     any of the Operative Documents relating to (i) waivers of rights to object
     to jurisdiction or venue, or consents to jurisdiction or venue, (ii)
     waivers of rights to (or methods of) service of process, or rights to trial
     by jury, or other rights or benefits bestowed by operation of law, (iii)
     waivers of any applicable defenses, setoffs, recoupments, or counterclaims,
     (iv) waivers or variations of provisions which are not capable of waiver or
     variation under Sections 1-102(3), 9-501(3) or other provisions of the
     Uniform Commercial Code ("UCC") of the State, (v) the grant of powers of
     attorney to any person or entity, or (vi) exculpation or exoneration
     clauses, indemnity clauses, and clauses relating to releases or waivers of
     unmatured claims or rights.

          (h)     We express no opinion as to the effect of events occurring,
     circumstances arising, or changes of law becoming effective or occurring,
     after the date hereof on the matters addressed in this opinion letter, and
     we assume no responsibility to inform you of additional or changed facts,
     or changes in law, of which we may become aware.

          (i)     We express no opinion as to any requirement that any party to
     the Operative Documents (or any other persons or entities purportedly
     entitled to the benefits thereof) qualify or register to do business in any
     jurisdiction in order to be able to enforce its rights thereunder or obtain
     the benefits thereof.

     Based  upon the foregoing and subject to the limitations and qualifications
set  forth  herein,  we  are  of  the  opinion  that:

     1.     The  Trust  has  been  duly  formed  and  is  validly  existing as a
statutory  trust under the Connecticut Statutory Trust Act, Chapter 615 of Title
34  of  the  Connecticut  General  Statutes,  Section  500, et seq. (the "Act").
                                                            -- ---

     2.     The Trust Agreement constitutes a valid and binding obligation of U.
S.  Bank  and  the  Institutional Trustee enforceable against U. S. Bank and the
Institutional  Trustee  in  accordance  with  the  terms  thereof.

     3.     The  Trust  Agreement  constitutes a valid and binding obligation of
the  Sponsor  and  the  Administrators,  enforceable against the Sponsor and the
Administrators  in  accordance  with  its  terms.

     4.     The Trust has the requisite trust power and authority to (a) execute
and  deliver, and to perform its obligations under, the Operative Documents, and
(b)  perform  its  obligations  under  such  Operative  Documents.

     5.     Each  of  the  Operative  Documents  to  which  the Trust is a party
constitutes a valid and binding obligation of the Trust, enforceable against the
Trust  in  accordance  with  the  terms  thereof.

     6.     The  Capital Securities have been duly authorized by the Trust under
the  Trust  Agreement,  and  the  Capital  Securities,  when  duly  executed and
delivered  to  the Holders in accordance with the Trust Agreement, the Placement
Agreement and the Subscription Agreement, will be validly issued, fully paid and
nonassessable  and will evidence undivided beneficial interests in the assets of
the  Trust  and  will  be  entitled  to  the  benefits  of  the Trust Agreement.

     7.     The  Common  Securities  have  been  duly  authorized  by  the Trust
Agreement,  and  the  Common Securities, when duly executed and delivered to the
Company  in accordance with the Trust Agreement, the Placement Agreement and the
Subscription  Agreement and delivered and paid for in accordance therewith, will
be  validly  issued,  fully paid and nonassessable (subject to Section 9.1(b) of
the  Trust  Agreement  which  provides that the Holders of Common Securities are
liable  for  debts  and  obligations  of  the Trust to the extent such debts and
obligations  are  not  satisfied  out  of  the Trust's assets) and will evidence
undivided  beneficial  interests in the assets of the Trust and will be entitled
to  the  benefits  of  the  Trust  Agreement.

     8.     Neither  the  execution, delivery or performance by the Trust of the
Operative  Documents,  the  consummation  by  the  Trust  of  the  transactions


                                       B-2-4
<PAGE>
contemplated  thereby,  nor  compliance  by  the Trust with any of the terms and
provisions  thereof,  (a)  violates  the Trust Agreement, or, to the best of our
knowledge,  contravenes  or  will  contravene any provision of, or constitutes a
default  under,  or  results in any breach of, or results in the creation of any
lien  (other  than  as permitted under the Operative Documents) upon property of
the  Trust  under,  any  indenture,  mortgage,  chattel mortgage, deed of trust,
conditional  sales  contract,  bank  loan  or credit agreement, license or other
agreement  or instrument, in each case known to us, to which it is a party or by
which  it  is bound or (b) violates any applicable Connecticut law governing the
Trust,  or,  to the best of our knowledge, any judgment or order of any court or
other  tribunal,  in  each  case  known  to  us, applicable to or binding on it.

     9.     No  consent,  approval,  order or authorization of, giving of notice
to,  or  registration  with,  or  taking  of any other action in respect of, any
Connecticut  governmental  authority  regulating  the  Trust is required for the
execution,  delivery,  validity  or  performance of, or the carrying out by, the
Trust  of any of the transactions contemplated by the Operative Documents, other
than  any  such consent, approval, order, authorization, registration, notice or
action  as  has  been  duly  obtained,  given  or  taken.

     10.     The  Holders,  as the beneficial holders of the Capital Securities,
will  be  entitled  to  the  same  limitation  of personal liability extended to
shareholders  of  domestic  corporations  organized under the laws of the State.

     11.     Under  the  Trust Agreement, the issuance of the Capital Securities
is  not  subject  to  preemptive  rights.

     12.     Assuming  that  the  Trust will not be taxable as a corporation for
federal  income tax purposes, but rather will be classified for such purposes as
a  grantor  trust,  the  Trust  will  not  be  subject  to any tax, fee or other
government  charge  under  the laws of the State of Connecticut or any political
subdivision  thereof.

     This  opinion  is  rendered  solely  for  the benefit of those institutions
listed  on Schedule I hereto and their successors and assigns in connection with
           ----------
the  transactions contemplated by the Operative Documents and may not be used or
relied  upon  by  any  other  person  or  for  any  other  purpose.

                                          Very truly yours,


                                          BINGHAM MCCUTCHEN LLP


                                       B-2-5
<PAGE>
                                   SCHEDULE I
                                   ----------

     U.  S.  Bank  National  Association

     FTN  Financial  Capital  Markets

     Keefe,  Bruyette  &  Woods,  Inc.

     Preferred  Term  Securities  IX,  Ltd.

     Preferred  Term  Securities  IX,  Inc.

     Lewis,  Rice  &  Fingersh,  L.C.

     Community  Capital  Bancshares,  Inc.

     Powell,  Goldstein,  Frazer  &  Murphy  LLP


                                       B-2-6
<PAGE>
                            EXHIBIT A TO EXHIBIT B-2
                            ------------------------

                         CERTIFICATE OF LEGAL EXISTENCE
                         ------------------------------

                                 (See Tab No. 6)


                                       B-2-7
<PAGE>
                                   EXHIBIT B-3
                                   -----------

                           FORM OF TAX COUNSEL OPINION
                           ---------------------------

Community Capital Bancshares, Inc.
2722 #1 Dawson Road
Albany, Georgia  31707

Community Capital Statutory Trust I
c/o Community Capital Bancshares, Inc.
2722  #1  Dawson  Road
Albany,  Georgia  31707
FTN  Financial  Capital  Markets
845  Crossover  Lane,  Suite  150
Memphis,  Tennessee  38117

Keefe,  Bruyette  &  Woods,  Inc.
787  7th  Avenue
4th  Floor
New  York,  New  York  10019

Ladies  and  Gentlemen:

     We  have acted as special tax counsel to Community Capital Bancshares, Inc.
and  to  Community  Capital  Statutory  Trust  I in connection with the proposed
issuance  of  (i) Floating Rate Capital Securities, liquidation amount $1,000.00
per  Capital  Security (the "Capital Securities") of Community Capital Statutory
Trust  I,  a statutory business trust created under the laws of Connecticut (the
"Trust"), pursuant to the terms of the Amended and Restated Declaration of Trust
dated  as  of  the  date hereof by Community Capital Bancshares, Inc., a Georgia
corporation  (the  "Company"), U. S. Bank National Association, as institutional
trustee,  and  Robert  E.  Lee,  David  J. Baranko and Charles M. Jones, III, as
Administrators  (the  "Trust  Agreement"),  (ii)  Junior Subordinated Deferrable
Interest  Debentures  (the  "Corresponding  Debentures")  of  the Company issued
pursuant  to  the  terms  of  an  Indenture dated as of the date hereof from the
Company  to U. S. Bank National Association, as trustee (the "Indenture"), which
Debentures  are  to be sold by the Company to the Trust, and (iii) the Guarantee
Agreement  of the Company with respect to the Capital Securities dated as of the
date  hereof  (the  "Guarantee")  between  the  Company  and U. S. Bank National
Association, as guarantee trustee.  The Capital Securities and the Corresponding
Debentures  are  to  be  issued  as  contemplated  by the Offering Circular (the
"Offering  Circular") dated March 17, 2003 prepared by Preferred Term Securities
IX,  Ltd.,  an  entity formed under the Companies Law of the Cayman Islands, and
Preferred  Term  Securities  IX,  Inc.,  a  Delaware  corporation.

     We  have examined originals or copies, certified or otherwise identified to
our  satisfaction,  of  documents, corporate records and other instruments as we
have  deemed necessary or appropriate for purposes of this opinion including (i)
the  Offering  Circular, (ii) the Indenture, (iii) the form of the Corresponding
Debentures  attached  as  an exhibit to the Indenture, (iv) the Trust Agreement,
(v)  the Guarantee, and (vi) the form of Capital Securities Certificate attached
as  an  exhibit  to  the  Trust  Agreement  (collectively  the  "Documents").
Furthermore, we have relied upon certain representations made by the Company and
upon  the  opinion of Bingham McCutchen LLP as to certain matters of Connecticut
law.  In  such  examination,  we  have assumed the authenticity of all documents
submitted  to  us  as  originals,  the  conformity  to  original  documents  of


                                       B-3-1
<PAGE>
all  documents  submitted  to  us  as  certified  or  photostatic  copies,  the
authenticity  of  the originals of such latter documents, the genuineness of all
signatures  and  the  correctness  of  all representations made therein. We have
further  assumed  that  there  are  no agreements or understandings contemplated
therein  other  than  those  contained  in  the  Documents.

     Based upon the foregoing, and assuming (i) that the final Documents will be
substantially identical to the forms examined, (ii) full compliance with all the
terms  of the final Documents, and (iii) the accuracy of representations made by
the  Company  and  delivered  to  us,  we  are  of  the  opinion  that:

     (a)  The Corresponding Debentures will be classified as indebtedness of the
          Company  for  U.S.  federal  income  tax  purposes.

     (b)  The  Trust  will  be  characterized  as  a grantor trust and not as an
          association  taxable  as  a  corporation  for  U.S. federal income tax
          purposes.

     The  opinions  expressed  above  are  based  on  existing provisions of the
Internal  Revenue  Code  of  1986,  as  amended  (the "Code"), existing Treasury
regulations,  published  interpretations  by the Internal Revenue Service of the
Code  and  such Treasury regulations, and existing court decisions, any of which
could  be changed at any time.  Any such changes may or may not be retroactively
applied,  and  may  result  in  federal income tax consequences that differ from
those  reflected  in  the  opinions  set  forth above.  We note that there is no
authority  directly  on  point  dealing  with  securities  such  as  the Capital
Securities  or  with  transactions  of  the  type described herein, and that the
authorities  on  which  this  opinion  is  based  are  subject  to  various
interpretations.  Further,  you should be aware that opinions of counsel have no
official  status  and  are  not  binding  on the Internal Revenue Service or the
courts.  Accordingly, we can provide no assurance that the interpretation of the
federal  income tax laws set forth in our opinions will prevail if challenged by
the  IRS  in  an  administrative  or  judicial  proceeding.

     We  have  also  assumed  that  each transaction contemplated herein will be
carried  out  strictly  in  accordance  with the Documents.  Any variance in the
facts  may  result  in  Federal  income  tax consequences that differ from those
reflected  in  the  opinions  set  forth  above.

     Additionally,  we  undertake  no  obligation  to update this opinion in the
event there is either a change in the legal authorities, in the facts (including
the  taking  of  any action by any party to any of the transactions described in
the  Documents  relating to such transactions) or in the Documents on which this
opinion  is  based, or an inaccuracy in any of the representations upon which we
have  relied  in  rendering  this  opinion.

     We express no opinion with respect to any matter not specifically addressed
by  the  foregoing  opinions,  including state or local tax consequences, or any
federal,  state, or local issue not specifically referred to and discussed above
including, without limitation, the effect on the matters covered by this opinion
of  the  laws  of  any  other  jurisdiction.

     This  letter  is  delivered for the benefit of the specified addressees and
may  not  be  relied  upon by any other person. No portion of this letter may be
quoted or otherwise referred to in any document or delivered to any other person
or  entity  without  the express written consent of Lewis, Rice & Fingersh, L.C.
This  opinion  letter  is  rendered  as  of  the  date  set  forth  above.

                                          Very truly yours,

                                          LEWIS,  RICE  &  FINGERSH,  L.C.


                                       B-3-2
<PAGE>
Lewis, Rice & Fingersh, L.C.
500 N. Broadway, Suite 2000
St. Louis, Missouri  63102
Attention:  Lawrence H. Weltman, Esq.


RE:     REPRESENTATIONS CONCERNING THE ISSUANCE OF FLOATING RATE JUNIOR
SUBORDINATED DEFERRABLE INTEREST DEBENTURES (THE "DEBENTURES") TO COMMUNITY
CAPITAL STATUTORY TRUST I (THE "TRUST") AND SALE OF TRUST SECURITIES (THE "TRUST
SECURITIES") OF THE TRUST

Ladies and Gentlemen:

     In accordance with your request, Community Capital Bancshares, Inc. (the
"Company") hereby makes the following representations in connection with the
preparation of your opinion letter as to the United States federal income tax
consequences of the issuance by the Company of the Debentures to the Trust and
the sale of the Trust Securities.

     Company hereby represents that:

     1.     The  sole  assets  of the Trust will be the Debentures, any interest
paid  on  the  Debentures  to  the  extent  not  distributed,  proceeds  of  the
Debentures,  or  any  of  the  foregoing.

     2.     The  Company  intends  to  use the net proceeds from the sale of the
Debentures  for  general  corporate  purposes.

     3.     The Trust was not formed to conduct any trade or business and is not
authorized  to conduct any trade or business. The Trust exists for the exclusive
purposes  of  (i)  issuing  and  selling  the  Trust  Securities, (ii) using the
proceeds  from the sale of Trust Securities to acquire the Debentures, and (iii)
engaging  only  in  activities  necessary  or  incidental  thereto.

     4.     The  Trust  was formed to facilitate direct investment in the assets
of  the  Trust, and the existence of multiple classes of ownership is incidental
to  that purpose. There is no intent to provide holders of such interests in the
Trust  with  diverse  interests  in  the  assets  of  the  Trust.

     5.     The Company intends to create a debtor-creditor relationship between
the Company, as debtor, and the Trust, as a creditor, upon the issuance and sale
of  the  Debentures to the Trust by the Company. The Company will (i) record and
at  all times continue to reflect the Debentures as indebtedness on its separate
books  and  records  for  financial  accounting  purposes,  and  (ii)  treat the
Debentures  as  indebtedness  for  all  United  States  tax  purposes.

     6.     During each year, the Trust's income will consist solely of payments
made  by  the  Company with respect to the Debentures. Such payments will not be
derived  from  the active conduct of a financial business by the Trust. Both the
Company's  obligation  to  make such payments and the measurement of the amounts
payable  by  the Company are defined by the terms of the Debentures. Neither the
Company's  obligation  to  make such payments nor the measurement of the amounts
payable  by  the  Company  is  dependent  on income or profits of Company or any
affiliate  of  the  Company.

     7.     The  Company  expects  that  it will be able to make, and will make,
timely payment of amounts identified by the Debentures as principal and interest
in  accordance  with  the  terms  of  the  Debentures  with available capital or
accumulated  earnings.


                                       B-3-3
<PAGE>
     8.     The Company presently has no intention to defer interest payments on
the  Debentures, and it considers the likelihood of such a deferral to be remote
because,  if  it  were  to exercise its right to defer payments of interest with
respect  to  the  Debentures,  it  would  not be permitted to declare or pay any
dividends  or  distributions  on,  or  redeem,  purchase,  acquire,  or  make  a
liquidation  payment  with  respect  to, any capital stock of the Company or any
affiliate  of  the Company (other than payments of dividends or distributions to
the Company) or make any payment of principal of or interest or premium, if any,
on  or  repay,  repurchase,  or redeem any debt securities of the Company or any
affiliate  of the Company that rank pari passu in all respects with or junior in
interest to the Debentures, in each case subject to limited exceptions stated in
Section 2.11 of the Indenture to be entered into in connection with the issuance
of  the  Debentures.

     9.     Immediately after the issuance of the Debentures, the debt-to-equity
ratio  of  the  Company  (as  determined  for financial accounting purposes, but
excluding  deposit  liabilities from the Company's debt) will be within standard
depository  institution industry norms and, in any event, will be no higher than
four  to  one  (4  :  1).

     10.     To  the  best  of  our  knowledge,  the  Company  is  currently  in
compliance  with  all  federal, state, and local capital requirements, except to
the  extent  that  failure to comply with any such requirements would not have a
material  adverse  effect  on  the  Company  and  its  affiliates.

     11.     The  Company  will not issue any class of common stock or preferred
stock  senior  to  the  Debentures  during  their  term.

     12.     The  Internal  Revenue  Service  has  not  challenged  the interest
deduction  on  any class of the Company's subordinated debt in the last ten (10)
years  on  the  basis  that  such debt constitutes equity for federal income tax
purposes.

     The above representations are accurate as of the date below and will
continue to be accurate through the issuance of the Trust Securities, unless you
are otherwise notified by us in writing. The undersigned understands that you
will rely on the foregoing in connection with rendering certain legal opinions,
and possesses the authority to make the representations set forth in this letter
on behalf of the Company.

                                          Very truly yours,

                                          COMMUNITY CAPITAL BANCSHARES, INC.


Date: March 24, 2003                      By:    /s/ David J. Baranko
                                                 -------------------------------

                                          Title: CFO
                                                 -------------------------------


                                       B-3-4
<PAGE>
                                    EXHIBIT C
                                    ---------

                            SIGNIFICANT SUBSIDIARIES
                            ------------------------

Albany Bank & Trust, National Association


                                       C-1
<PAGE>
                                    EXHIBIT D
                                    ---------

                            FORM OF QUARTERLY REPORT
                            ------------------------

Preferred Term Securities IX, Ltd.
c/o The Bank of New York
Collateralized Debt Obligation Group
101 Barclay Street, 8E
New York, New York  10286
Attention:  Franco B. Talavera
CDO Relationship Manager

BANK HOLDING COMPANY
As of [March 31, June 30, September 30 or December 31], 20__

Tier 1 to Risk Weighted Assets                              _________%

Ratio of Double Leverage                                    _________%

Non-Performing Assets to Loans and OREO                     _________%

Ratio of Reserves to Non-Performing Loans                   _________%

Ratio of Net Charge-Offs to Loans                           _________%

Return on Average Assets (annualized)**                     _________%

Net Interest Margin (annualized)**                          _________%

Efficiency Ratio                                            _________%

Ratio of Loans to Assets                                    _________%

Ratio of Loans to Deposits                                  _________%

Total Assets                                                $_________

Year to Date Income                                         $_________

___________________
*A table describing the quarterly report calculation procedures is provided on
page D-2

** To annualize Return on Average Assets and Net Interest Margin do the
following:
1st Quarter-multiply income statement item by 4, then divide by balance sheet
item(s)
2nd Quarter-multiply income statement item by 2,then divide by balance sheet
item(s)
3rd Quarter-divide income statement item by 3, then multiply by 4, then divide
by balance sheet item(s)
4th Quarter-should already be an annual number


                                       D-1
<PAGE>
NO ADJUSTMENT SHOULD BE MADE TO BALANCE SHEET ITEMS

<TABLE>
<CAPTION>
                                                   Financial Definitions


                     CORRESPONDING FRY-9C OR LP LINE ITEMS WITH
REPORT ITEM               LINE ITEM CORRESPONDING SCHEDULES                       DESCRIPTION OF CALCULATION
-------------------  -------------------------------------------  -----------------------------------------------------------
<S>                  <C>                                          <C>

"Tier 1 Capital" to
Risk Weighted        BHCK7206                                     Tier 1 Risk Ratio:  Core Capital (Tier 1)/ Risk-
Assets               Schedule HC-R                                Adjusted Assets
-------------------  -------------------------------------------  -----------------------------------------------------------
                                                                  Total equity investments in subsidiaries divided by
                                                                  the total equity capital.  This field is calculated at the
Ratio of Double      (BHCP0365)/(BHCP3210)                        parent company level.  "Subsidiaries" include bank,
Leverage             Schedule PC  in the LP                       bank holding company, and nonbank subsidiaries.
-------------------  -------------------------------------------  -----------------------------------------------------------
Non-Performing       (BHCK5525-BHCK3506+BHCK5526-                 Total Nonperforming Assets (NPLs+Foreclosed
Assets to Loans      BHCK3507+BHCK2744)/(BHCK2122+BHCK2           Real Estate+Other Nonaccrual & Repossessed
and OREO             44) Schedules HC-C, HC-M & HC-N              Assets)/ Total Loans + Foreclosed Real Estate
-------------------  -------------------------------------------  -----------------------------------------------------------
Ratio of Reserves    (BHCK3123+BHCK3128)/(BHCK5525-               Total Loan Loss and Allocated Transfer Risk
to Non-Performing    BHCK3506+BHCK5526-BHCK3507)                  Reserves/ Total Nonperforming Loans (Nonaccrual
Loans                Schedules HC & HC-N                                                                      + Restructured)
-------------------  -------------------------------------------  -----------------------------------------------------------
Ratio of Net
Charge-Offs to       (BHCK4635-BHCK4605)/(BHCK3516)               Net charge offs for the period as a percentage of
Loans                Schedules HI-B & HC-K                        average loans.
-------------------  -------------------------------------------  -----------------------------------------------------------
                     (BHCK4340/BHCK3368)
Return on Assets     Schedules HI & HC-K                          Net Income as a percentage of Assets.
-------------------  -------------------------------------------  -----------------------------------------------------------
                     (BHCK4519)/(BHCK3515+BHCK3365+BHCK3
                     516+BHCK3401+BHCKB985)                       (Net Interest Income Fully Taxable Equivalent, if
Net Interest Margin  Schedules HI Memorandum and HC-K             available / Average Earning Assets)
-------------------  -------------------------------------------  -----------------------------------------------------------
                                                                  (Noninterest Expense)/ (Net  Interest Income Fully
                     (BHCK4093)/(BHCK4519+BHCK4079)               Taxable Equivalent, if available, plus Noninterest
Efficiency Ratio     Schedule HI                                  Income)
-------------------  -------------------------------------------  -----------------------------------------------------------
Ratio of Loans to    (BHCKB528+BHCK5369)/BHCK2170)                Total Loans & Leases (Net of Unearned Income &
Assets               Schedule HC                                  Gross of Reserve)/ Total Assets
-------------------  -------------------------------------------  -----------------------------------------------------------
                     (BHCKB528+BHCK5369)/(BHDM6631+BHD            Total Loans & Leases (Net of Unearned Income &
Ratio of Loans to    M6636+BHFN6631+BHFN6636)                     Gross of Reserve)/ Total Deposits (Includes
Deposits             Schedule HC                                  Domestic and Foreign Deposits)
-------------------  -------------------------------------------  -----------------------------------------------------------
                                                                  The sum of total assets.  Includes cash and balances
                                                                  due from depository institutions; securities; federal
                                                                  funds sold and securities purchased under
                                                                  agreements to resell; loans and lease financing
                                                                  receivables; trading assets; premises and fixed assets;
                                                                  other real estate owned; investments in
                                                                  unconsolidated subsidiaries and associated
                     (BHCK2170)                                   companies; customer's liability on acceptances
Total Assets         Schedule HC                                  outstanding; intangible assets; and other assets.
-------------------  -------------------------------------------  -----------------------------------------------------------
                                                                  The sum of income (loss) before extraordinary items
                     (BHCK4300)                                   and other adjustments and extraordinary items; and
Net Income           Schedule HI                                  other adjustments, net of income taxes.
-------------------  -------------------------------------------  -----------------------------------------------------------
</TABLE>


                                       D-2
<PAGE>