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                                                                   EXHIBIT 10.25


                           SEVERANCE AGREEMENT BETWEEN

                               DENNY G. KELLY AND

                  COMMUNITY BANCSHARES, INC AND COMMUNITY BANK


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STATE OF ALABAMA
COUNTY OF BLOUNT

         THIS AGREEMENT made and entered into on this the 9th day of January,
2002, by and between DENNY G. KELLY, 53 CREEKWOOD DRIVE, UNION GROVE, AL 35175,
hereinafter known as and referred to as "party of the first part" and COMMUNITY
BANCSHARES, INC., A DELAWARE CORPORATION, AND COMMUNITY BANK, AN ALABAMA BANKING
CORPORATION, P.O. Box 1000, Blountsville, AL 35031, hereinafter known and
referred to as "parties of the second part":

                                   WITNESSETH

         WHEREAS, the party of the first part is presently serving as Executive
Vice President and a member of the Board of Directors of Community Bancshares,
Inc., and as President and a member of the Board of Directors of Community Bank;
and

         WHEREAS, the party of the first part and the parties of the second part
desire to enter into an agreement providing for payment of severance
compensation and other severance benefits to the party of the first part by the
parties of the second part following the retirement of the party of the first
part as an officer of the parties of the second part.

         NOW, THEREFORE, in consideration of the retirement of the party of the
first part as an officer of the parties of the second part, the party of the
first part and the parties of the second part mutually agree to a severance
package in favor of the party of the first part as follows:

         1.       Community Bank, an Alabama banking corporation, will pay to
                  the party of the first part the sum of FOUR HUNDRED AND
                  NINETY-FIVE THOUSAND AND NO/100 DOLLARS ($495,000.00) in two
                  equal annual installments of TWO HUNDRED AND FORTY-SEVEN
                  THOUSAND AND FIVE HUNDRED DOLLARS ($247,500.00) with the first
                  instalment being due and payable on the eighth day after
                  execution of this Agreement and the second and final
                  instalment each being due and payable on January 8, 2003.

         2.       The party of the first part, having filed his election for
                  retirement benefits with the parties of the second part, the
                  party of the first part shall commence drawing his retirement
                  benefits on the 1st day of February, 2002 from both the
                  Defined Benefit Plan and the Benefit Restoration Plan of the
                  parties of the second part.

         3.       The party of the first part shall be allowed to remain as a
                  participant on the Blue Cross-Blue Shield of Alabama health
                  insurance program of the parties of the second part under the
                  same terms and conditions available to other early retirees.

         4.       The party of the first part and the parties of the second part
                  will simultaneously with the execution of this Agreement enter
                  into a separate Stock Purchase Agreement.


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         5.       The parties of the second part shall purchase a vehicle
                  mutually agreeable to both parties and shall deliver said
                  vehicle and a certificate of title thereto to the party of the
                  first part free and clear of all liens, encumbrances and
                  outstanding ownership of rights.

         6.       The party of the first agrees that he shall be available for
                  consultations with respect to the business affairs of the
                  parties of the second part during the calendar years 2002 and
                  2003, and be available to render advice and provide assistance
                  on matters requested of him by senior management and the Board
                  of Directors of the parties of the second part in matters
                  affecting the parties of the second part. Without limiting the
                  generality of the foregoing, the party of the first part
                  agrees that he shall be available to make calls on new and
                  prospective customers, attend civic and social functions and
                  assist with shareholder relations on behalf of the parties of
                  the second part.

         7.       The parties recognize that the indemnification provisions of
                  the Certificate of Incorporation and/or By-laws of Community
                  Bancshares, Inc. and the Articles of Incorporation and/or
                  By-laws of Community Bank (the "corporate documents") will
                  govern the right of the party of the first party to be
                  indemnified after the date of his retirement for acts and
                  omissions occurring prior to his retirement. In addition, the
                  parties of the second part acknowledge that the party of the
                  first part will be entitled to indemnification pursuant to
                  their respective corporate documents for actions taken or
                  omitted by the party of the first party in his capacity as a
                  consultant during the term of this Agreement.

         8.       The benefits, rights and privileges in favor of the party of
                  the first part under this Agreement shall survive the death of
                  the party of the first part in favor of the personnel
                  representative of the Estate of the party of the first part.

         9.       The benefits, rights and privileges in favor of the party of
                  the first part under this Agreement shall not be affected by
                  the sale of the parties of the second part or any agreement to
                  sell by the parties of the second part of any or all of its
                  business assets, including the sale or agreement to sell stock
                  ownerships possessed by the parties of the second part, or
                  either of them.

        10.       This Agreement and the contents thereof shall be presented to
                  and approved by the respective Boards of Directors of the
                  respective parties of the second part by appropriate corporate
                  resolutions.

        11.       In exchange for and in consideration of the promises,
                  covenants and agreements set forth herein, and for other good
                  and valuable consideration, the receipt and sufficiency of
                  which is hereby acknowledged, the party of the first part, on
                  behalf of himself and his heirs and personal representatives,
                  agrees to release and forever discharge the parties of the
                  second part and their respective officers, directors, agents
                  and employees from any and all suits, claims, charges, causes
                  of action, rights, demands, damages, costs, expenses or
                  attorneys' fees, which he now has or may hereafter have
                  against one or more of them on account of, connected with or
                  growing out of any aspect of his employment with the parties
                  of the second part or termination thereof, including, but not
                  limited to, any claims, rights or demands arising out of any
                  oral or written contractual relationship; any local, state or
                  federal regulation or law, including, but not limited to, (1)
                  the Civil Rights Act of 1991, (2) the Civil Rights Act of
                  1964, (3) the Civil Rights Act of 1866, (4) the Age
                  Discrimination in


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                  Employment Act (ADEA), (5) the Equal Pay Act, (6) the National
                  Labor Relations Act, (7) the Fair Labor Standards Act, (8) the
                  Employee Retirement Income Security Act (ERISA), (9) the
                  Americans with Disabilities Act (ADA), (10) the Workers
                  Adjustment and Retraining Notification Act (WARN), (11) the
                  Consolidated Omnibus Budget Reconciliation Act (COBRA), (12)
                  the Veterans' Reemployment Rights Act, (13) the Alabama Age
                  Discrimination Act, (14) any Workers Compensation claims, (15)
                  the Family Medical Leave Act (FMLA), and (16) and other
                  federal or state statutory or common law theory of liability
                  or damages.

         12.      It is understood that this Agreement does not constitute an
                  admission by the parties of the second part of any violation
                  of any federal, state or local law, ordinance, administrative
                  regulation or case or common law theory of liability or
                  damage.

         13.      The party of the first part agrees that he will refrain from
                  publicly or privately engaging in any negative, harassing or
                  disparaging remarks or conduct toward the parties of the
                  second part or their directors, management or employees. Upon
                  proof of violation or breach of this Agreement, the parties of
                  the second part shall immediately seek repayment of any
                  compensation or monies paid to the party of the first part set
                  forth in this Agreement. Exercise of this right by the parties
                  of the second part shall in no way limit the right of the
                  parties of the second part to seek all legal and equitable
                  damages and/or remedies arising out of the party of the first
                  part's breach of any provision of this Agreement.

         14.      The party of the first part waives all claims or rights to
                  employment or re-employment with the parties of the second
                  part.

         15.      The terms and provisions of this Agreement and the enforcement
                  thereof shall be governed by the laws of the State of Alabama.

         16.      By his signature below, the party of the first part
                  acknowledges that he has carefully read and understands this
                  Agreement and has entered into it knowingly and voluntarily
                  intending to be bound by its terms. The party of the first
                  part further acknowledges that he has been given at least
                  forty-five (45) days to review and consider this Agreement and
                  has been advised to consult with his attorney before signing
                  it. The party of the first part understands that he may revoke
                  the acceptance of this Agreement within seven (7) days of such
                  acceptance (which acceptance is indicated by the his signature
                  below). If the party of the first part chooses to revoke such
                  acceptance, he understands he must do so in writing to Ounita
                  Wilks, Vice President of Human Resources. The party of the
                  first part understands that this Agreement will not be
                  effective until the seven day revocation period has passed.
                  The party of the first part understands that his acceptance of
                  the consideration stated above and his execution of this
                  Agreement are intended to bar any and all disputes arising out
                  of his employment with the parties of the second part or the
                  termination of such employment.


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         IN WITNESS WHEREOF, Denny G. Kelly as party of the first part, has
hereunto set his hand and signature on the day, month and year first above
written, and Community Bancshares, Inc., a Delaware corporation, and Community
Bank, an Alabama banking corporation, as parties of the second part, acting by
and through their respective Chairmans of Board of Directors, has caused this
Agreement to be executed for and as the act of Community Bancshares, Inc. and
Community Bank on the day, month and year first above written.



/s/ William H. Caughran, Jr.           /s/ Denny G. Kelly
---------------------------------      -----------------------------------------
WITNESS                                DENNY G. KELLY - PARTY OF THE
                                       FIRST PART


                                       COMMUNITY BANCSHARES, INC., A
                                       DELAWARE CORPORATION - PARTY OF THE
                                       SECOND PART



ATTEST:                                BY: /s/ Kennon R. Patterson, Sr.
                                           -------------------------------------
                                           CHAIRMAN OF ITS BOARD
                                                OF DIRECTORS



/s/ William H. Caughran, Jr.
---------------------------------
BOARD SECRETARY


                                       COMMUNITY BANK, AN ALABAMA
                                       BANKING CORPORATION - PARTY OF THE SECOND
                                       PART



ATTEST:                                BY: /s/ Kennon R. Patterson, Sr.
                                           -------------------------------------
                                           CHAIRMAN OF ITS BOARD OF
                                           DIRECTORS
/s/ William H. Caughran, Jr.
---------------------------------
BOARD SECRETARY


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