Exhibit
      10.1





**CITIZENS
      SOUTH BANKING CORPORATION**


**DIVIDEND
      REINVESTMENT PLAN**




**1.**
            **PURPOSE
                OF THE PLAN**




The
      purpose of the Citizens South Banking Corporation Dividend Reinvestment Plan
      (the “Plan”) is to provide the stockholders of Citizens South Banking
      Corporation with a convenient and economical method of investing cash dividends
      in additional shares of the common stock of Citizens South Banking
      Corporation.




**2.**
            **DEFINITIONS**




For
      purposes of the Plan, the following words or phrases shall have the meanings
      assigned to them below:




(a)           “Authorization
      Form” shall mean the form or other document designated by the Plan Administrator
      as the evidence of a stockholder’s election to participate in the
      Plan.




(b)           “Company”
      shall mean Citizens South Banking Corporation.




(c)           “Dividend
      Payment Date” shall mean the payment date for dividends payable in cash by the
      Company on its Stock.  If the Dividend Payment Date falls on a date
      when there is no trading, the Dividend Payment Date shall be the next trading
      day.




(d)           “Investment
      Date” shall mean the first business day following a Dividend Payment Date or as
      soon as practicable thereafter.





(e)           “Participant”
      shall mean a stockholder of record of the Company who has elected to participate
      in the Plan by delivering an executed Authorization Form to the Plan
      Administrator.




(f)           “Plan”
      shall mean the Citizens South Banking Corporation Dividend Reinvestment
      Plan.




(g)           “Plan
      Account” shall mean the account maintained by the Plan Administrator for the
      benefit of a Participant.




(h)           “Plan
      Administrator” shall mean Registrar and Transfer Company, or such other
      independent agent as the Company may from time to time appoint to administer
      the
      Plan.




(i)           “Plan
      Shares” shall mean the shares of Stock that are held by the Plan Administrator
      for the benefit of the Participants in the Plan.




(j)           “Stock”
      shall mean the common stock, par value $0.01 per share, of the
      Company.







**3.         
        ADMINISTRATION**




The
      Plan
      shall be administered by the Plan Administrator.  All Plan Shares will
      be registered in the name of the Plan Administrator (or its nominee), as agent
      of the respective Participants.




**4.**
            **PARTICIPATION**




Holders
      of record of no fewer than 100 shares of Stock of the Company are eligible
      to
      participate in the Plan, except as otherwise determined by the Board of
      Directors of the Company.  The Board of Directors may refuse to offer
      the Plan to stockholders of the Company residing in any state which requires
      the
      registration or qualification of the Stock to be issued pursuant to the Plan,
      or
      exemption therefrom, if such registration, qualification or exemption results
      in
      undue burden or expense to the Company, as determined by the Board of Directors
      in its sole discretion.




A
      beneficial owner of Stock whose shares are registered in a name other than
      his
      or her own may request their broker or nominee to transfer their shares into
      their own name or request that the broker or nominee enroll in the plan on
      their
      behalf by completing and signing an Authorization Form.




**5.**
            **ENROLLMENT**




A
      stockholder of record may enroll in the Plan by completing and signing an
      Authorization Form and returning it to the Plan Administrator.  If an
      Authorization Form requesting reinvestment of dividends is received by the
      Plan
      Administrator no fewer than five (5) business days before the record date for
      an
      applicable Dividend Payment Date, reinvestment will commence with that dividend
      on the immediately following Investment Date.  A stockholder of record
      may have dividends reinvested in the Plan with respect to less than all of
      the
      stock owned by the stockholder.  However, a stockholder of record must
      enroll at least 100 shares in the Plan to become a Participant.




**6.**
            **PURCHASES**




Stock
      needed to fund the Plan may be: (i) acquired by the Plan Administrator on the
      open market; (ii) issued directly by the Company from authorized but unissued
      shares;  (iii) issued directly by the Company from or treasury shares,
      or (iv) through a combination of (i) through (iii),
      above.  Participants will be credited for whole and fractional Plan
      Shares in their Plan Accounts.




Open
      market purchases under the Plan will be made during each calendar quarter on
      each Investment Date.  Purchases of Stock will be made at the
      direction of the Plan Administrator or its selected broker/dealer. Such
      purchases will be made in accordance with applicable state and federal
      securities laws and regulations. No interest will be paid by the Plan
      Administrator on dividend payments pending their investment in
      Stock.




The
      number of shares that will be purchased for each Participant on any Investment
      Date will depend on the amount of the Participant’s cash dividend and the
      purchase price of the Stock.




2


Each
      Participant’s account will be credited with that number of Plan Shares
      (including fractional shares computed to four decimal places) equal to the
      total
      amount to be invested, divided by the applicable purchase price (also computed
      to four decimal places).




In
      making
      purchases of Plan Shares for a Participant associated with each Investment
      Date,
      the Plan Administrator will commingle the Participant’s funds with those of
      other Participants. The price of the Stock purchased for Participants with
      reinvested dividends on Stock for each Investment Date will be equal to the
      average price of all Stock purchased on the Investment Date by the Plan
      Administrator on behalf of the Plan. The Plan Administrator shall have no
      responsibility with respect to the market value of the Stock acquired under
      the
      Plan for Participants.




To
      the
      extent the Company funds the Plan with Stock issued directly by the Company
      from
      authorized but unissued shares or shares, or treasury shares, the dividends
      payable to Participants will be retained by the Company as consideration for
      such Stock.




Participants
      shall not be entitled to receive certificates for fractional shares of
      Stock.  If after the issuance of a certificate, a Participant is
      entitled to fractional shares, that amount of cash equal to the market value
      of
      the fractional shares shall be returned to the Participant from the
      Company.




**7.**
            **DIVIDENDS**




Except
      as
      provided in Section 6, above with respect to Stock issued directly by the
      Company from authorized but unissued shares or shares, or treasury shares,
      as
      record holder of the Plan Shares held in a Participant’s account under the Plan,
      the Plan Administrator will: (i) receive dividends on all Plan Shares held
      by it
      on each dividend record date, (ii) credit such dividends to each Participant’s
      account in proportion to the number of whole or fractional shares held in each
      account, and (iii) automatically reinvest the dividends in shares of Stock
      in
      the manner as described in Section 6, above.




**8.**
            **COS**T**S**




Participants
      shall be responsible for all fees charged by the Plan Administrator relating
      to
      withdrawal from the Plan.  If a Participant requests the Plan
      Administrator to sell his or her Plan Shares in the event of his or her
      withdrawal from the Plan or otherwise, the Participant will pay the applicable
      brokerage commission associated with the sale of such shares, any required
      transfer tax, and applicable service charges.  The Company shall be
      responsible for paying all other fees charged by the Plan Administrator to
      administer the Plan.  A Fee Schedule is attached hereto as
      Exhibit A; such fees may be changed from time to time without further
      notice.




**9.**
            **REPORTS
                TO PARTICIPANTS**




As
      soon
      as practicable after each purchase of Stock, the Plan Administrator will mail
      to
      each Participant for whose Plan Account a transaction has occurred under the
      Plan, a statement showing:




(a)
            the
                amount of any dividend applied toward such
                investment;


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(b)           the
      taxes withheld, if any;





(c)           the
      net amount invested;





(d)           the
      number of Plan Shares purchased;





(e)           the
      purchase price per share; and





(f)           the
      total Plan Shares accumulated under the Plan, computed to four (4) decimal
      places.




Participants
      will also receive, from time to time, communications sent to all record holders
      of the shares of common stock.




Each
      Participant will receive annually, Internal Revenue Service information for
      reporting dividend and other income received.  Participants are urged
      to consult with their tax advisor.




**10.**
            **VOTING
                OF SHARES**




Shares
      credited to the account of a Participant under the Plan (other than fractional
      shares) will be automatically added to the shares covered by the proxy sent
      to
      the stockholder with respect to his or her other shares in the Company and
      may
      be voted by such holder pursuant to such proxy. The Plan Administrator will
      forward any proxy solicitation materials relating to Plan Shares to the
      participating stockholder.




Where
      no
      instructions are received from a Participant with respect to a Participant’s
      Plan Shares, or otherwise, such shares shall not be voted unless the Participant
      votes such shares in person.




**11.**
            **WITHDRAWAL
                OF SHARES IN PLAN ACCOUNTS BY ISSUANCE OF
                CERTIFICATES**




All
      Plan
      Shares will be registered in the name of the Plan Administrator or its nominee,
      as agent for the Participants.  Certificates in exchange for Plan
      Shares will not be issued to Participants unless requested in
      writing.  Participants may withdraw all or a portion of the Plan
      Shares in their accounts by notifying the Plan Administrator in writing to
      that
      effect and by specifying in the notice the number of shares to be
      withdrawn.  Certificates for any number of whole Plan Shares will be
      issued to a Participant within fifteen (15) calendar days of receipt of a
      written request to the Plan Administrator signed by the
      Participant.  Any remaining Plan Shares will continue to be held by
      the Plan Administrator as the agent for the Participant.  Certificates
      for fractional shares will not be issued under any circumstances.  Any
      notice of withdrawal after a dividend record date will not be effective until
      dividends paid for the applicable Dividend Payment Date have been reinvested
      and
      the shares credited to the Participant’s account.




Certificates
      issued to Participants will be registered in the name or names in which the
      Participant’s account is maintained.  The original Authorization Form
      election for Plan




4


participation
      will remain in effect for the certificated shares.  If a Participant
      requests a certificate to be registered in a name other than that shown on
      the
      account, such request must be signed by all persons in whose name the account
      is
      registered and be accompanied by such other documentation as the Plan
      Administrator may reasonably require.




**12.**
            **SALE
                OF SHARES FROM PLAN
                ACCOUNTS**




A
      Participant may request that any or all of their Plan Shares be sold by the
      Plan
      Administrator. If such sale is requested, the sale will be made for the account
      of the Participant by the Plan Administrator’s broker within ten business days
      after receipt of the request at the prevailing market price at the time of
      such
      sale. Within ten business days after the sale, the Participant will receive
      from
      the Plan Administrator a check for the proceeds of the sale less the $15
      liquidation fee, any applicable brokerage commission and any transfer
      tax.





The
      signature on any request for sales in excess of $10,000 or higher must be
      guaranteed by a firm that is a bank, broker, dealer, credit union, savings
      association or other entity which is a member in good standing of the Securities
      Transfer Agents’ Medallion Program.





**13.**
            **TERMINATION
                OF PARTICIPATION**




Participation
      in the Plan may be terminated by a Participant at any time by giving written
      notice to the Plan Administrator.  Within fifteen (15) calendar days
      after the date on which such notice is received by the Plan Administrator,
      the
      Plan Administrator will deliver to the Participant (a) a certificate for
      all whole Plan Shares held under the Plan, and (b) a check representing amounts
      due on fractional shares based on the closing price quoted by the NASDAQ Global
      Market on the date prior to the date on which the termination is processed
      by
      the Plan Administrator. The Company, in its sole discretion, may at any time
      by
      notice in writing mailed to a Participant, terminate a Participant’s interest in
      the Plan, in which case the Participant shall be treated as though he had
      terminated participation in the Plan as of the date of mailing of the
      notice.  In the event that the number of Plan Shares held by a
      Participant falls below 100 shares of Stock, Plan participation will be
      automatically terminated.




Upon
      withdrawal from the Plan, the Participant may also request that all of their
      Plan Shares be sold by the Plan Administrator. If such sale is requested, the
      sale will be made for the account of the Participant by a the Plan
      Administrator’s broker within ten business days after receipt of the request at
      the prevailing market price at the time of such sale. Within ten business days
      after the sale, the Participant will receive from the Plan Administrator a
      check
      for the proceeds of the sale less the $15 liquidation fee, any applicable
      brokerage commission and any transfer tax.




**14.**
            **STOCK
                DIVIDENDS, STOCK SPLITS, RIGHTS
                OFFERINGS**




Any
      additional Stock resulting from a stock dividend or stock split by the Company
      on the Plan Shares of a Participant shall be added to the Plan Account as
      additional Plan Shares.




In
      the
      event of a rights offering by the Company, Participants in the Plan will be
      notified by the Company in advance of the commencement of the rights
      offering.  Participants should




5


instruct
      the Plan Administrator to transfer whole Plan shares into their own names prior
      to the record date for such offering if they wish to exercise such rights.
      If no
      such instructions are received by the Plan Administrator prior to the record
      date for such offering, then such rights shall terminate with respect to both
      the Participant and the Plan Administrator.




**15.**
            **AMENDMENT,
                SUSPENSION OR TERMINATION OF THE
                PLAN**




The
      Company, may amend, supplement, suspend, modify or terminate the Plan at any
      time without the approval of the Participants.  Thirty (30) calendar
      days notice of any suspension, termination or amendment that would have a
      material adverse effect on the Participants’ rights hereunder shall be sent to
      all Participants, who shall in all events have the right to withdraw from the
      Plan in accordance with Section 11 hereof.




**16.**
            **INTERPRETATION
                OF THE PLAN**




The
      Plan,
      the Authorization Form and the Participant’s accounts shall be governed by and
      construed in accordance with the laws of the State of North Carolina and
      applicable state and federal securities laws.  Any question of
      interpretation arising under the Plan shall be determined by the Board of
      Directors of the Company pursuant to applicable federal and state law and the
      rules and regulations of all regulatory authorities.  Such
      determination shall be final and binding on all Participants.  The
      Company may adopt rules and regulations at any time to facilitate the
      administration of the Plan.




**17.**
            **RESPONSIBILITIES
                OF THE COMPANY AND THE PLAN
                ADMINISTRATOR**




Neither
      the Company nor the Plan Administrator shall be liable for any act done in
      good
      faith or for any good faith omission to act, including, without limitation,
      any
      claim of liability arising out of (a) failure to terminate a Participant’s
      account upon such Participants death and (b) the prices at which shares are
      purchased or sold, or the times when purchases or sales are
      made.  Neither the company nor the Plan Administrator shall be liable
      for any consequential damages arising from any action taken or omission made
      in
      the creation and/or administration of the Plan.







6


**Exhibit
      A**








FEES
      SCHEDULE




DIVIDEND
      REINVESTMENT PROGRAM







Per
                change in account, e.g., request for periodic issuance of
                certificates
            $
                10.00Per
                new certificate issued (if requested by participant)
            $
                10.00Per
                withdrawal from or termination of account in Plan
            $
                10.00Per
                sale of securities from Plan
            $
                15.00








Participants
      also pay the applicable brokerage commission associated with the sale of shares,
      any required transfer tax, and applicable service charges