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                                                                    Exhibit 10.6

                              OPERATING AGREEMENT

                                      OF

                               CNB BANCORP, LLC



This Operating Agreement ("Agreement") of CNB Bancorp, LLC (the "LLC") is made
as of July 30, 2001, among the undersigned Members of the LLC.



                                   ARTICLE I
                            FORMATION AND PURPOSES

     1.1 Formation. The Members acknowledge the formation of the LLC under the
Virginia Limited Liability Company Act (the "Act"). The Virginia State
Corporation Commission issued the Certificate of Organization on June 8, 2001.

     1.2 Purpose. The LLC is formed for the purposes of (i) facilitating the
Members in preparing and filing an application with the U.S. Comptroller of the
Currency ("OCC") to organize a banking association to be located in Windsor,
Virginia (the "Bank"); (ii) facilitate the Members in organizing a holding
company for the Bank; and (iii) acquire real property on which to construct the
headquarters building for the Bank, and any other lawful business.

     1.3 Tax Classification. The Members intend that the LLC be classified as a
partnership for federal income tax purposes and this Agreement shall be
interpreted accordingly.

     1.4 Limited Liability. No Member or Manager shall have any personal
obligation for any liabilities of the LLC solely by reason of being a Member or
Manager, except as provided by law.

     1.5 Certain Defined Terms. The following capitalized terms, when used in
this Agreement, have the meanings indicated:

         "Percentage Interests" means the ratio of the number of Units owned by
such Member to the total number of Units owned by all Members.

         "Unit" means an interest in the LLC, issued in accordance with this
Agreement, with an initial Capital Account (as hereinafter defined) balance as
set forth on Exhibit A hereto.
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                                  ARTICLE II
                                    MEMBERS

     2.1 General. The term "Members" means only the undersigned and any Persons
subsequently admitted as Members. The term "Person" includes individuals and
entities. A Member ceases to be a Member upon the Assignment (as hereafter
defined) of such Person's entire interest in the LLC, but such former Member
shall not be released or discharged from any of the obligations of a Member
under the provisions of this Agreement, unless provided otherwise in the written
consent of all of the other Members.

     2.2 Membership Interest. Each Member's ownership interest in the LLC,
hereinafter referred to as a "Membership Interest," shall be (i) determined with
reference to the number of Units owned by each such Member, and (ii) subject to
the terms and provisions of this Agreement. The Membership Interests shall be
set forth on Exhibit A hereto, as amended from time to time.

     2.3 Member List. The LLC shall maintain at its principal office a current
list (the "Member List") showing the name, address, Percentage Interests, Units
and capital contribution of each Member.

     2.4 Consent, Approval, and Vote of Members. Except as otherwise
specifically provided in this Agreement, consents, approvals, and votes of
Members shall be based on their respective Percentage Interests at the time the
consents, approvals, or votes are required. Each Member shall be given five days
written notice, which may be waived, of anything requiring a consent or approval
of such Member.

     2.5 Admission of Members. Persons, other than the undersigned Members,
acquiring interests in the LLC by Assignment or otherwise will not become
Members until their admission as Members is approved in accordance with the
terms of this Agreement, they execute this Agreement, as it then exists, and
they make any required capital contributions.

     2.6 Resignation of Member. Each Member agrees not to resign or withdraw
from the LLC except in connection with an Assignment of the Member's entire
interest in the LLC in a manner permitted by this Agreement.


                                  ARTICLE III
                                  MANAGEMENT

     3.1 Management by Board of Managers. The LLC shall be managed by a Board of
Managers on the terms and conditions set forth herein. The term "Manager" shall
include multiple Managers, as applicable. The approval of a majority in number
of the then serving Managers shall be required to act or refrain from acting,
except as further set forth in Section 3.4 below.

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     3.2 Designation and Removal of Officers. The Board of Managers shall
appoint a Manager to serve as President of the LLC and a Manager to serve as
Treasurer of the LLC. The Manager appointed as President shall be responsible
for the day-to-day operations of the LLC. The Manager appointed as Treasurer
shall keep accurate books of account of collections and expenditures, and shall
expend funds only for filing fees, legal and other professional and consulting
fees, acquisition of property selected for the Bank's headquarters, and other
expenses incidental to the organization and planning of the Bank and the holding
company. The books of account maintained by the Treasurer shall be open to
inspection by any Member at any reasonable time, and the Treasurer shall furnish
monthly reports of collections and expenditures to the Members.

In addition, the Board of Managers may (i) designate such other officers and
agents, and (ii) grant such persons such rights, powers, and titles as the Board
of Managers may deem appropriate, if not inconsistent with this Agreement.  The
Board of Managers, by majority vote, may remove the President, Treasurer and
such other designated officers and agents of the LLC at any time, with or
without cause.

     3.3 Powers of Board of Managers. Except as set forth herein, the Board of
Managers, acting by majority vote, shall have the full, exclusive, and complete
authority to manage, direct, and control the business and affairs of the LLC,
and shall have full power and authority to make, execute and deliver in the name
of and on behalf of the LLC, such certificates and documents as it deems
necessary or appropriate to conduct the LLC's business. Except as otherwise
provided herein, the Board of Managers shall have the right pursuant to the
powers provided herein to sign on behalf of and bind the LLC, and to make all
decisions on its behalf.

     3.4 Restrictions on Managers. The Board of Managers may not take any of the
following actions without first obtaining the consent of Members holding more
than a majority of the Percentage Interests:

         (i)   sell, or otherwise dispose of, or contract to sell or otherwise
dispose of, all or substantially all of the assets of the LLC;

         (ii)  enter into any agreement to pursue activities other than
formation of the Bank and the holding company for the Bank, and acquisition of
property on which to construct the Bank;

         (iii) except to secure one or more loans in the aggregate of up to
$750,000, pledge, or grant a security interest in, all or substantially all of
the assets of the LLC;

         (iv)  compromise or forgive any substantial claim of, or obligation
owing to, the LLC; or

         (v)   make any assignment for  the benefit of creditors of the LLC, or
otherwise cause the LLC to seek protection under any bankruptcy or insolvency
law.

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Further, the Board of Managers may not borrow more than $750,000 in the
aggregate without first obtaining the unanimous consent of the Members.


     3.5 Board of Managers. The Board of Managers shall initially consist of
four (4) Persons, each a Manager. The initial Managers are: Judy D. Brown,
William E. Pope, Mike Smith and G. Stewart Tyler. The initial President of the
LLC is Douglas A. Chesson. Initially the Board of Managers shall appoint the
individual who was elected to serve as the Treasurer by the Members pursuant to
the Organizer Contribution Agreement, dated July 19, 2001 (the "Organizer
Contribution Agreement") to serve as Treasurer of the LLC.

     3.6 Vote of Board of Managers. Each Manager appointed to the Board of
Managers shall have one (1) vote. The Board of Managers shall act by majority
vote.

     3.7 Tenure of Managers. The term of a Manager shall expire upon such
individual's death, resignation, bankruptcy, incapacity, or removal. A Manager
may be removed at any time, with or without cause, by Members holding a majority
of the Percentage Interests. Upon expiration of a Manager's term, a new Manager
may be appointed by Members holding a majority of the Percentage Interests.

     3.8 Compensation. A Manager, the President and any other officer of the LLC
shall be entitled to receive such compensation for services as may be agreed by
the Managers, with the approval of Members holding a majority of the Percentage
Interests.


                                  ARTICLE IV
                    RELATIONSHIP AMONG MEMBERS AND MANAGERS

     4.1 Liabilities of Members and Manager. No Member or Manager shall have any
liability to the LLC arising out of a transaction, occurrence or course of
conduct unless he or she engaged in gross negligence, breach of fiduciary duty,
willful misconduct or a knowing violation of the criminal law.

     4.2 Dealings with the LLC. The Board of Managers may engage the services
of, or cause the LLC to transact business with (i) any Member or Manager, (ii)
any Person who is related to or affiliated with a Member or Manager (iii) any
Person having a financial interest in a Member or Manager, or (iv) any Person in
which a Member or Manager has a financial interest. The provisions of any
contracts with any of such Persons shall not be less favorable to the LLC than
would generally be obtainable from unaffiliated Persons.

     4.3 Other Activities. A Manager or Member may engage in or hold an interest
in any other business, subject to the terms and conditions of any Noncompete
Agreements that may from time to time be in effect, even if such business
competes with the LLC. Neither the LLC nor any Member shall have any rights in
any such business or its profits. Each Manager who

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engages in any such activity or acquires any such interest shall inform the
Members and Managers of material conflicts of interest with the LLC resulting
from such activity.

     4.4 Expenses; Reimbursement. The LLC shall bear all expenses and
liabilities incurred with respect to the organization, operation, and management
of the LLC. A Member or Manager shall be entitled to reimbursement from the LLC
for any reasonable and necessary LLC expenses or liabilities incurred by the
Member or Manager for the LLC, provided that the expenses or liabilities did not
arise as a result of the Member's or Manager's willful misconduct or knowing
violation of the criminal law.


                                   ARTICLE V
                           ASSIGNEES AND ASSIGNMENTS

     5.1 General. The term "Assignment" means a sale, gift, transfer at death,
or other transfer, whether voluntary or involuntary, of any interest in the LLC;
provided, however, that a pledge or encumbrance of an interest in the LLC shall
not constitute an "Assignment" until such time as the LLC interest is foreclosed
upon by the lender, whether in default or otherwise. The term "Assignor" means
any Person who makes an assignment of an interest in the LLC. The term
"Assignee" means the owner, other than a Member, of any interest in the LLC. An
Assignee may become a Member only in the manner provided in this Agreement.

     5.2 Permitted Assignments. The term "Permitted Assignment" means an
assignment of an interest in the LLC to a Member, the spouse of a Member, an
ancestor or descendant of a Member, the spouse of an ancestor or descendant of a
Member, an entity in which any such individual holds substantially all of the
equity interests, the personal representative of a Member's estate or the
legatees or beneficiaries thereof, a trust established primarily for the benefit
of any such individuals, a foundation or other organization exempt from tax as
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"). A Member may make a Permitted Assignment at any time.

     5.3 Other Assignments; First Refusal. A Member who proposes to make an
Assignment of an interest in the LLC which is not a Permitted Assignment
("Proposed Assignment") must notify the President in writing of such intent, of
the name of the proposed Assignee (the "Proposed Assignee"), and of the terms
and conditions of the Proposed Assignment. The LLC shall have the right, with
the approval of Members (other than the proposed Assignor) holding a majority of
the Percentage Interests (without giving effect to the Percentage Interest of
the proposed Assignor), to elect to purchase such interest on the same terms and
conditions, including price, as those being offered to the Proposed Assignee in
the Proposed Assignment. The LLC's election to purchase such interest must be
made within 60 days of the date on which the proposed Assignor first provided
notice to the President pursuant to this Section 5.3 (the "Election Period").

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     5.4 Settlement. Unless otherwise agreed, the LLC shall close the purchase
at the principal office of the LLC within 60 days following the exercise of the
right of first refusal granted in Section 5.3 herein.

     5.5 Failure to Purchase. If the LLC does not elect to exercise its right of
first refusal within the Election Period, the Member proposing to make the
Assignment may make the Assignment to the Proposed Assignee. If the Assignment
to the Proposed Assignee is not completed within the following 60-day period,
the interest shall again become subject to the notice and right of first refusal
provisions of this Article.

     5.6 Notice of Assignments; Effectiveness. The LLC shall not be required to
recognize any Assignment until the Managers receive written notice thereof.
Notwithstanding the provisions of this Article to the contrary, no Assignment
will be permitted if it would result in a termination of the LLC for federal
income tax purposes or would violate any law. An Assignment not made in
accordance with this Agreement shall be void ab initio.
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     5.7 Status and Liability of an Assignor. A Person making an Assignment of
an interest in the LLC shall be considered an Assignor, not a Member, to the
extent of the Assignment. To the extent of an Assignor's Assignment, the
Assignor, whether or not a Member, shall not have the rights of a Member until
the Members holding more than two-thirds of the Percentage Interests consent and
shall not be relieved of liability under this Agreement, including the
obligation to restore the amount in a Capital Account.

     5.8 Rights of an Assignee. An Assignment of an interest in the LLC entitles
the Assignee, to the extent assigned, to the Capital Account and Percentage
Interests of the Assignor. An Assignment does not entitle the Assignee, whether
or not a Member, to participate in the management and affairs of the LLC or to
become a Member, to the extent of the Assignment, without the consent of the
non-Assignor Members holding more than two-thirds of the Percentage Interests.
The Member List shall reflect the same information with regard to Assignees as
it does with regard to Members.


                                  ARTICLE VI
                                    CAPITAL

     6.1 Capital Accounts.

         (a) The LLC shall maintain a capital account ("Capital Account") for
each Member and Assignee.  The value of each Capital Account shall equal (i) the
sum of the cash contributions to the account, the agreed upon value of
contributions of property to the account, and the share of the profits of the
LLC allocated to the account, less (ii) all distributions made to the owner of
the account and the share of the net losses of the LLC allocated to the account.
The agreed upon value assigned to an account for contributions of property shall
be approved by Members holding more than two-thirds of the Percentage Interests.
Capital Accounts shall be maintained in accordance with the applicable
provisions of the Code, shall not bear interest, and

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shall be adjusted thereafter in accordance with the requirements of Treasury
Regulation sections 1.704-1, 1.704-2, 1.704-3, and 1.704-4, including, without
limitation, the revaluation provisions of Treasury Regulation sections 1.704-
1(b)(2)(iv)(e)-(g).

         (b) This Article VI and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with the
requirements of Treasury Regulation section 1.704-1(b) and shall be interpreted
and applied in a manner consistent therewith.  If the Board of Managers
determines that it is prudent or necessary to modify the manner in which (i) the
Capital Accounts are computed or (ii) Capital Account adjustments are recorded
in order to comply with Treasury Regulation section 1.704-1(b), the Board of
Managers may make such modifications; provided, however, that the Board of
Managers determines in good faith that such modifications are not likely to have
a material effect on the amounts distributable to any Member.

     6.2 Capital Contributions. The initial capital contributed by the Members
(the "Capital Contributions") is as set forth on Exhibit A hereto, which was
contributed to an organizational expense fund pursuant to the Organizer
Contribution Agreement. From time to time upon receiving at least three business
days' notification from the Treasurer, each of the Members will promptly
contribute additional funds to the LLC up to an aggregate contribution of
$50,000 per Member. In addition, each of the Members shall execute a guaranty
for a line of credit to be established by the LLC, with each Member assuming
liability for up to 150% of his/her pro rata portion of the liability under the
line of credit. The maximum financial commitment of each Member (counting only
the principal amount of the line of credit) pursuant to the line of credit and
the cash contributions together shall not exceed the greater of $50,000 or 150%
his/her pro rata share of $750,000, (or $86,540 + interest) as originally
calculated given the original organizers signed below, unless the Members by
unanimous vote elect to raise the ceiling.

     6.3 Additional Contributions or Loans. Except as otherwise provided in this
Agreement, no Person shall be required to contribute or lend money or property
to the LLC. Notwithstanding the generality of the foregoing, if it is
subsequently determined for federal income tax purposes by the Internal Revenue
Service, a court of competent jurisdiction, or comparable authority, that the
value of a Member's initial Capital Contribution is less than that which is
reflected on Exhibit A hereto (a "Contribution Deficit"), such Member shall be
obligated to contribute, within 90 days after the date of such determination,
additional cash in an amount necessary to restore such Contribution Deficit.

     6.4 Capital Account Deficits. Capital Account deficits must be restored
immediately before the termination of the LLC by the Members owning the Capital
Accounts or the Assignors thereof who have not been relieved of such liability.

     6.5 Return of Capital. No Person shall be entitled to require the return of
all or any part of such Person's Capital Account.

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     6.6  Loans Not Capital Contributions. A loan to the LLC shall not be
considered a capital contribution.


                                  ARTICLE VII
                       ALLOCATIONS OF PROFITS AND LOSSES

     7.1  Allocation of Profits. After giving effect to the special allocations
set forth in Section 7.4 herein, net profits and gains of the LLC for a fiscal
year shall be allocated to the Capital Accounts of the Members in accordance
with their respective Percentage Interests.

     7.2  Allocation of Losses. After giving effect to the special allocations
set forth in Section 7.4 herein, if there shall be net losses for a fiscal year,
such losses shall be allocated and charged to the Capital Accounts of the
Members in accordance with their respective Percentage Interests.

     7.3  Tax Allocations; Code Section 704(c).

          (a) Items of income, gain, loss, and deduction with respect to any
property contributed to the capital of the LLC shall, solely for tax purposes,
be allocated among the Members so as to take account of any variation between
the adjusted basis of such property to the LLC for federal income tax purposes
and its initial value (determined in accordance with Section 6.1 herein), as
required by Code Section 704(c) and the Treasury Regulations promulgated
thereunder.

          (b) If the value of any LLC asset is adjusted pursuant to Section 6.1
herein, subsequent allocations of income, gain, loss, and deduction with respect
to such asset shall take account of any variation between the adjusted tax basis
of such asset for federal income tax purposes and its adjusted value in the same
manner as under Code Section 704(c) and the Treasury Regulations promulgated
thereunder.

          (c) The Board of Managers shall make any elections or other decisions
relating to such allocations in any manner that reasonably reflects the purpose
and intention of this Agreement.  Allocations pursuant to this Section 7.3 are
solely for federal, state, and local taxes and shall not affect, or in any way
be taken into account in computing, any Member's or Assignee's Capital Account
or its share of profits, losses, or distributions pursuant to any provision of
this Agreement.

     7.4  Special Allocations.

          (a) The LLC's allocations under this Agreement shall comply with the
Treasury Regulations under Code Section 704(b) (the "Regulatory Allocations"),
including the special allocations of this Section 7.4 which shall be made in the
following order.  To the extent such compliance with the Regulatory Allocations
would distort the economic sharing ratios

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desired by the Members, the Board of Managers shall allocate subsequent LLC
profits, losses, income, and gain to the extent permitted under Treasury
Regulations to cure such distortion.

          (b) In accordance with and except as otherwise provided in Section
1.704-2(f) of the Regulations, if there is a net decrease in LLC Minimum Gain
(as hereinafter defined) during any fiscal year of the LLC, there shall be
allocated to each Member items of income and gain for such year (and, if
necessary, for subsequent years) equal to such Member's share of the net
decrease in LLC Minimum Gain, determined in accordance with Section 1.704-
2(g)(1) of the Regulations.

          (c) In accordance with and except as otherwise provided in Section
1.704-2(i)(4) of the Regulations, if there is, for any fiscal year of the LLC, a
net decrease in Member Nonrecourse Debt Minimum Gain (as hereinafter defined),
there shall be allocated to each Member that has a share of Member Nonrecourse
Debt Minimum Gain items of income and gain for such year (and, if necessary, for
subsequent years) equal to such Member's share of the net decrease in the Member
Nonrecourse Debt Minimum Gain, all in accordance with Regulation Section 1.704-
2(i).  The determination of a member's share of the net decrease in Member
Nonrecourse Debt Minimum Gain shall be made in a manner consistent with the
principles contained in Section 1.704-2(g) of the Regulations.

          (d) Any and all items of loss and deduction and any and all
expenditures described in Section 705(a)(2)(B) of the Code (or treated as
expenditures so described pursuant to Section 1.704-1(b)(2)(iv) of the
Regulations) that are attributable to a Member Nonrecourse Debt (as hereinafter
defined) (collectively, "Nonrecourse Deductions," as hereinafter defined) shall
be allocated to the Member that bears the Economic Risk of Loss (as hereinafter
defined) for such Member Nonrecourse Debt in accordance with Section 1.704-2(i)
of the Regulations.  If more than one Member bears such Economic Risk of Loss,
such Nonrecourse Deductions shall be allocated between or among such Members in
accordance with the ratios in which they share  such Economic Risk of Loss.  If
more than one Member bears such Economic Risk of Loss for different portions of
a Member Nonrecourse Debt, each such portion shall be treated as a separate
Member Nonrecourse Debt.

          (e) For purposes of this Section 7.4, the following capitalized terms
have the meanings indicated:  (i) "LLC Minimum Gain" shall have the meaning
ascribed to "Partnership Minimum Gain" set forth in Section 1.704-2(b)(2) and
(d) of the Treasury Regulations; (ii) "Member Nonrecourse Debt" shall have the
meaning ascribed to "Partner Nonrecourse Debt" as set forth in Section 1.704-
2(b)(4) of the Treasury Regulations; (iii) "Member Nonrecourse Debt Minimum
Gain" shall have the meaning ascribed to "Partner Nonrecourse Debt Minimum Gain"
as set forth in Section 1.704-2(i)(2) of the Treasury Regulations; (iv)
"Economic Risk of Loss" shall have the meaning set forth in Section 1.752-2(b)-
(j) of the Regulations; and (v) "Nonrecourse Deductions" shall have the meaning
set forth in Section 1.704-2(b)(1) of the Regulations.


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                                 ARTICLE VIII
                   DISTRIBUTIONS OF CASH AND OTHER PROPERTY

     8.1  Distributions of Cash. Cash which the Board of Managers determines is
not necessary for the operations or reserves of the LLC shall be distributed to
the Members, annually or more frequently, in accordance with the following order
of priority:

          (a) First, to all Members in accordance with their respective
Percentage Interests until the aggregate amount received by each such member
pursuant to this Section 8.1(a) equals the product of (i) the cumulative net
profits allocated to each such Member pursuant to Section 7.1 herein, multiplied
by (ii) the highest combined federal and state statutory income tax rate (net of
federal tax benefit) applicable to any Member;

          (b) Second, to all Members in proportion to and to the extent of the
cash contributed as a Capital Contribution to the LLC by such Member or its
predecessor in interest;

          (c) Third, among the Members as necessary to cause the Member's
Capital Accounts to be proportionate to their respective Percentage Interests;
and

          (d) Thereafter, the balance, if any, to the Members in accordance with
their respective Percentage Interests.

     8.2  Distributions Following Dissolution. Following the dissolution of the
LLC and the winding up of its affairs, the assets shall be distributed:

          (a) First, to satisfy debts and obligations of the LLC;

          (b) Second, to set up any reserves deemed appropriate by the Managers;

          (c) Third, among the Members and Assignees, in proportion to their
respective Percentage Interests; provided, however, that the amount distributed
pursuant to this Section 8.2(c) shall not exceed the excess, if any, of (i) the
Capital Contributions of such Member, Assignee, or its predecessor in interest,
over (ii) the cash previously distributed to such Member, Assignee, or
predecessor in interest pursuant to Section 8.1 herein; and

          (d) Thereafter, among the members in proportion to the amounts in
              their Capital Accounts.



                                  ARTICLE IX
                                  TAX MATTERS

     9.1  Tax Allocations.  Except as required by the Code or as otherwise
provided in this Agreement, the LLC shall allocate its tax items in the same
manner as its book items.

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     9.2  Tax Matters.  The tax year of the LLC shall be the calendar year.  The
Board of Managers may make, refrain from making, or revoke all tax elections
under the Code.  The President shall designate a "Tax Matters Partner" as
required by the Code.


                                   ARTICLE X
                                  DISSOLUTION

     10.1 Events of Dissolution.  The LLC shall be dissolved upon the first to
occur of:

          (a) The consent of Members holding more than two-thirds of the
Membership Interests;

          (b) The sale or other disposition of substantially all of the non-cash
assets of the LLC;

          (c) The death, resignation, bankruptcy, or dissolution of a Member, or
occurrence of any other event that terminates the continued membership of a
Member unless, within 90 days of such event, Members holding a majority of the
Membership Interests agree to continue the LLC and either there are at least two
remaining Members or a new Member is admitted, in which event the business of
the LLC shall be continued in accordance with this Agreement; or

          (d) The entry of a decree of judicial dissolution under (S) 13.1-1047
of the Act.

     10.2 Winding Up and Termination.  The business of the LLC shall be wound up
following its dissolution.  Upon completion of the winding up, the LLC shall
terminate.


                                  ARTICLE XI
                                INDEMNIFICATION

     11.1 Indemnification.  The LLC shall indemnify any Member or Manager who
was or is a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative, and whether formal or informal (a "Proceeding"), including a
Proceeding brought on behalf of the Members of the LLC, because such Person is
or was a Member or Manager of the LLC, or is or was serving at the request of
the LLC as a manager, director, trustee, partner or officer of another entity,
against any liability and reasonable expenses (including reasonable attorneys'
fees) incurred by such Person in connection with such Proceeding unless such
Person has engaged in gross negligence, breach of fiduciary duty, willful
misconduct or a knowing violation of the criminal law.  No amendment of this
Article shall have any effect on the rights provided herein with respect to any
act or omission occurring prior to such amendment.

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     11.2 Advances or Reimbursements.  The LLC shall promptly make advances or
reimbursements for reasonable expenses (including attorney's fees) incurred by
any Person claiming indemnification under this Article, unless it has been
determined that such Person is not entitled to indemnification because of a
failure to meet the standards set forth in this Article.  Such advances or
reimbursements shall be conditioned upon receipt from the Person claiming
indemnification of a written obligation to repay the amount of such advances or
reimbursements if it is ultimately determined that such Person is not entitled
to indemnification.

     11.3 Determination.  The determination that indemnification under this
Article is permissible, and of the reasonableness of expenses and attorneys
fees, shall be determined by the Board of Managers, if the claimant is a Member
and not a Manager, and by legal counsel agreed upon by the LLC and the Person
claiming indemnification if the claimant is a Manager.  The determination may be
made before or after a claim for indemnification is made.  Notwithstanding any
provision in this Article to the contrary, no Person shall be entitled to
indemnification pursuant to this Agreement to the extent such Person is entitled
to indemnification by another, including an insurer.


                                  ARTICLE XII
                               ISSUANCE OF UNITS

     12.1 Admission.  A Member may be admitted to membership in the Company
through the issuance by the Company of Units, directly to such Member upon the
approval of Members holding more than two-thirds of the Percentage Interests.
Units may be issued in return for the Member's capital contribution of (i) cash
in the same amount that has been required of the Members pursuant to Section 6.2
of this Agreement and, (ii) if the Company has required a guaranty by Members of
a line of credit pursuant to Section 6.2 of this Agreement, execution of a
similar guaranty.  The admission of a Member to the Company shall be evidenced
by a written subscription or joinder agreement signed by an authorized Officer
of the Company, on the one hand, and the Member, on the other hand, and such
writing shall set forth (i) the number and class of Units to be held by such New
Member, (ii) the Capital Contribution  of such Member in consideration of said
Units and (iii) the Member's agreement to be bound by, and to take his
Membership Interest (including his Units) subject to, the terms and conditions
of this Agreement as same applies to Members and their respective Membership
Interests (including their Units).

     12.2 No Preemptive Rights. Existing Members shall not have any first right
of refusal or preemptive rights with regard to the issuance of additional
Membership Interests and/or Units and may have their Membership Interests
diluted if additional Units are issued in accordance with Section 12.1.

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                                 ARTICLE XIII
                           ADMINISTRATIVE PROVISIONS

     13.1 Offices.  The initial principal office, registered office, and
registered agent shall be as set forth in the Articles of Organization of the
LLC.  A majority of the Percentage Interests of the Members may change the
principal office, the registered office, or the registered agent.

     13.2 Books and Records.  The President shall keep full and accurate books
of account and records at the principal office of the LLC.  Upon reasonable
notice, each Member, or the Member's designated representative, shall have
access to such books and records during reasonable business hours and may
inspect and make copies of them at the Member's expense.

     13.3 Notices.  Notices and communications given pursuant to this Agreement
(including the consents or approvals of Members and changes of address for
purposes of the Member List) shall be in writing and shall be delivered by hand,
telefax, commercial courier or registered or certified mail (return receipt
requested and postage prepaid), to the addressee in person or to the address of
the addressee as then shown on the Member List, if the addressee is a Member or
an Assignee, and to the principal office of the LLC if the addressee is a
Manager.  All such notices, except notices given by mail, shall be deemed to
have been received when delivered, if delivered during business hours, or on the
next business day following delivery if not delivered during business hours.
Notices given by mail shall be deemed to have been given on the earlier of (i)
the date shown on the return receipt or (ii) five days after being deposited in
the U.S. Mail.


                                  ARTICLE XIV
                                 MISCELLANEOUS

     14.1 Amendment.  This Agreement may be amended by the consent of Members
holding more than two-thirds of the Membership Interests.

     14.2 Interpretation.  Unless the context otherwise requires, terms used and
not defined in this Agreement shall have the same definitions set forth in the
Act.

     14.3 Power of Attorney.  Each Member hereby constitutes and appoints the
Board of Managers, and the President so long as he remains the Board of
Managers' designee, as such Person's true and lawful attorney-in-fact in such
Person's name, place and stead, to execute, acknowledge and deliver or file any
certificate required by law to be filed by the LLC with any governmental agency.

     14.4 No Third Party Beneficiaries. No provision in this Agreement,
including any provision requiring Members, Assignees, or Assignors to restore
Capital Account deficits, shall affect the Members', Assignees' and Assignors'
insulation from personal liability for LLC debts that is provided for in the
Act. No provision of this Agreement shall inure to the benefit of, or be

                                       13
<PAGE>

enforceable by, any third party, including, without limitation, any creditor of
the LLC or any creditor of a Member.

     14.5 Governing Law.  This Agreement shall be governed by the laws of the
Commonwealth of Virginia without giving effect to its choice of laws rules.

     14.6 Counterparts.  This Agreement may be executed by the Organizers in two
or more counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.

     14.7 Conflict with Prior Agreements.   In the event of any inconsistency
between the provisions of this Agreement and prior agreement among the Members
regarding the subject matter hereof, including the Organizer Contribution
Agreement,  the terms of this Agreement shall be controlling.


     IN WITNESS WHEREOF, the Members have executed this Agreement.

                                                 /s/ Allen E. Brown
                                             -----------------------------------
                                             Allen E. Brown

                                                 /s/ Judy D. Brown
                                             -----------------------------------
                                             Judy D. Brown

                                                 /s/ Douglas A. Chesson
                                             -----------------------------------
                                             Douglas A. Chesson

                                                 /s/ J. Larry Darden
                                             -----------------------------------
                                             J. Larry Darden

                                                 /s/ Harold Demsko
                                             -----------------------------------
                                             Harold Demsko

                                                 /s/ James E. Laine
                                             -----------------------------------
                                             James E. Laine

                                                 /s/ Marcia Patterson
                                             -----------------------------------
                                             Marcia Patterson

                                                 /s/ William E. Pope
                                             -----------------------------------
                                             William E. Pope

                                                 /s/ Gerald D. Scheimberg
                                             -----------------------------------
                                             Gerald D. Scheimberg

                                       14
<PAGE>

                                                 /s/ Mike Smith
                                             -----------------------------------
                                             Mike Smith

                                                 /s/ Stewart Tyler
                                             -----------------------------------
                                             Stewart Tyler

                                                 /s/ Gene Worrell
                                             -----------------------------------
                                             Gene Worrell

                                                 /s/ Susan Worrell
                                             -----------------------------------
                                             Susan Worrell

                                       15
<PAGE>

                                   EXHIBIT A

                                  MEMBER LIST
                                      OF
                               CNB BANCORP, LLC



                                        Capital
                                        -------
Name and Business Address of          Contribution        Units
----------------------------          ------------        -----
Member
------

Allen E. Brown                           $7,500             1
41 Bank Street
Windsor, VA 23487

Judy D. Brown                            $7,500             1
P.O. Box 274
Windsor, VA 23487

Douglas A. Chesson                       $7,500             1
36184 Unity Road
Zuni, VA 23898

J. Larry Darden                          $7,500             1
6407 Joyners Bridge Road
Carrsville, VA 23315

Harold Demsko                            $7,500             1
19 N. Court Street
Windsor, VA 23487

James E. Laine                           $7,500             1
37023 Old Wakefield Road
Wakefield, VA 23888

Marcia Patterson                         $7,500             1
4536 Exeter Drive
Suffolk, VA 23434


                                       16
<PAGE>

William E. Pope                          $7,500             1
24153 Butler Avenue
Windsor, VA 23487

Gerald D. Scheimberg                     $7,500             1
4317 Anslie Court
Suffolk, VA 23434-7007

Mike Smith                               $7,500             1
4384 Lake Prince Drive
Suffolk, VA 23434

Stewart Tyler                            $7,500             1
801 Normandy Drive
Suffolk, VA 23434-2907

Gene Worrell                             $7,500             1
11277 Shiloh Drive
Windsor, VA 23487

Susan Worrell                            $7,500             1
893 24/th/ Street
Virginia Beach, VA 23454



DATED AS OF JULY 30, 2001

                                       17