AMENDED AND RESTATED REVOLVING CREDIT/TERM LOAN AGREEMENT By and Between COMMUNITY BANKSHARES, INC. and SUNTRUST BANK, ATLANTA Dated: July 21, 1997 TABLE OF CONTENTS ----------------- ARTICLE I DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . ....

_________________________________________________________________
_________________________________________________________________

AMENDED AND RESTATED REVOLVING CREDIT/TERM LOAN AGREEMENT

By and Between

COMMUNITY BANKSHARES, INC.

and

SUNTRUST BANK, ATLANTA

Dated: July 21, 1997

_________________________________________________________________
_________________________________________________________________

TABLE OF CONTENTS
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ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . . . . 1
Section 1.01. Defined Terms. . . . . . . . . . . . . . . 1
Section 1.02. Accounting Terms . . . . . . . . . . . . . 5

ARTICLE II

AMOUNT AND TERMS OF THE LOAN . . . . . . . . . . . . . . . . 5
Section 2.01. Revolving Credit. . . . . . . . . . . . . . 5
Section 2.01.01 Note. . . . . . . . . . . . . . . . . . . . 5
Section 2.02. Interest on the Revolving Credit . . . . . 5
Section 2.03. Term Loan . . . . . . . . . . . . . . . . . 6
Section 2.04. Interest on the Term Loan . . . . . . . . . 6
Section 2.05. Revolving Credit/Term Note. . . . . . . . . 6
Section 2.06. Method of Payment. . . . . . . . . . . . . 6
Section 2.07. Use of Proceeds. . . . . . . . . . . . . . 6

ARTICLE III

ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 3.01. Advances. . . . . . . . . . . . . . . . . . 7
Section 3.02. Conditions Precedent to Initial Advance . . 7
Section 3.03. Conditions Precedent to Subsequent
Advances and the Term Loan. . . . . . . . . 8

ARTICLE IV

REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . 9
Section 4.01. Incorporation, Good Standing, and Due
Qualification . . . . . . . . . . . . . . . 9
Section 4.02. Corporate Power and Authority . . . . . . . 9
Section 4.03. Legally Enforceable Agreement. . . . . . . 10
Section 4.04. Financial Statements. . . . . . . . . . . 10
Section 4.05. Labor Disputes and Acts of God. . . . . . 10
Section 4.06. Other Agreements. . . . . . . . . . . . . 10
Section 4.07. Litigation. . . . . . . . . . . . . . . . 11
Section 4.08. No Defaults on Outstanding Judgments
or Orders. . . . . . . . . . . . . . . . . 11
Section 4.09. Ownership and Liens. . . . . . . . . . . . 11
Section 4.10. Subsidiaries and Ownership of Stock. . . . 11
Section 4.11. ERISA. . . . . . . . . . . . . . . . . . . 11
Section 4.12. Operation of Business. . . . . . . . . . . 12
Section 4.13. Taxes. . . . . . . . . . . . . . . . . . . 12
Section 4.14. Absence of Undisclosed Liabilities . . . . 12
Section 4.15. Environment. . . . . . . . . . . . . . . . 12
Section 4.16. Governmental Approval. . . . . . . . . . . 13
Section 4.17. Regulatory Compliance and Notice of
Regulatory Action. . . . . . . . . . . . . 13
Section 4.18. Securities Activities. . . . . . . . . . . 13
Section 4.19. Deposit Insurance. . . . . . . . . . . . . 14

ARTICLE V

AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . 14
Section 5.01. Use of Proceeds. . . . . . . . . . . . . . 14
Section 5.02. Maintenance of Existence . . . . . . . . . 14
Section 5.03. Maintenance of Records . . . . . . . . . . 14
Section 5.04. Maintenance of Properties. . . . . . . . . 14
Section 5.05. Conduct of Business. . . . . . . . . . . . 14
Section 5.06. Maintenance of Insurance . . . . . . . . . 14
Section 5.07. Compliance with Laws . . . . . . . . . . . 15
Section 5.08. Right of Inspection. . . . . . . . . . . . 15
Section 5.09. Deposit Insurance. . . . . . . . . . . . . 15
Section 5.10. Reporting Requirements . . . . . . . . . . 15
Section 5.11. Environment. . . . . . . . . . . . . . . . 18
Section 5.12. Capital Adequacy . . . . . . . . . . . . . 18

ARTICLE VI

NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 18
Section 6.01. Liens. . . . . . . . . . . . . . . . . . . 18
Section 6.02. Debt . . . . . . . . . . . . . . . . . . . 20
Section 6.03. Xxxxxxx, Acquisitions, Etc. . . . . . . . 20
Section 6.04. Leases . . . . . . . . . . . . . . . . . . 20
Section 6.05. Sale and Leaseback . . . . . . . . . . . . 21
Section 6.06. Dividends. . . . . . . . . . . . . . . . . 21
Section 6.07. Sale of Assets . . . . . . . . . . . . . . 21
Section 6.08. Guaranties, Etc. . . . . . . . . . . . . . 21
Section 6.09. Transactions with Affiliates . . . . . . . 22

ARTICLE VII

FINANCIAL COVENANTS. . . . . . . . . . . . . . . . . . . . . 22
Section 7.01. Capital Expenditures . . . . . . . . . . . 22
Section 7.02. Capital Ratios . . . . . . . . . . . . . . 22
Section 7.03. Return on Assets . . . . . . . . . . . . . 22
Section 7.04. Return on Equity . . . . . . . . . . . . . 23
Section 7.05. Net Interest Margin. . . . . . . . . . . . 23
Section 7.06. Efficiency Ratio . . . . . . . . . . . . . 23
Section 7.07. Loan Delinquencies . . . . . . . . . . . . 23
Section 7.08. Reserves . . . . . . . . . . . . . . . . . 23
Section 7.09. Asset Quality. . . . . . . . . . . . . . . 23

3
ARTICLE VIII

EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . 23
Section 8.01. Events of Default. . . . . . . . . . . . . 23
Section 8.02. Remedies upon Event of Default . . . . . . 26

ARTICLE IX

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . 27
Section 9.01. Amendments, Etc. . . . . . . . . . . . . . 27
Section 9.02. Notices, Etc. . . . . . . . . . . . . . . 28
Section 9.03. No Waiver. . . . . . . . . . . . . . . . . 28
Section 9.04. Successors and Assigns . . . . . . . . . . 28
Section 9.05. Costs, Expenses, and Taxes . . . . . . . . 29
Section 9.06. Integration. . . . . . . . . . . . . . . . 29
Section 9.07. Indemnity. . . . . . . . . . . . . . . . . 29
Section 9.08. Governing Law. . . . . . . . . . . . . . . 29
Section 9.09. Severability of Provisions . . . . . . . . 29
Section 9.10. Headings . . . . . . . . . . . . . . . . . 30
Section 9.11. Jury Trial Waiver. . . . . . . . . . . . . 30

EXHIBITS

EXHIBIT TITLE REFERENCED UNDER

A Banks Section 1.01
B Collateral Section 1.01
C Amended and Restated Stock Pledge and
Security Agreement Section 1.01
D Note Section 2.03
D-1 Revolving Credit/Term Note Section 1.01
E Opinion of Counsel for the Borrower Section 3.02
F Officer's Certificate Section 3.02
G Litigation Section 4.07
H Real Estate Owned Section 4.15
J Permitted Liens Section 6.01
K Permitted Debt Section 6.02

AMENDED AND RESTATED REVOLVING CREDIT/TERM LOAN AGREEMENT

THIS AMENDED AND RESTATED REVOLVING CREDIT/TERM LOAN AGREEMENT is
dated July 21, 1997 between COMMUNITY BANKSHARES, INC., a Georgia
corporation, whose principal place of business is at 000 Xxxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxx 00000 (the "Borrower") and SUNTRUST BANK,
ATLANTA, a Georgia banking corporation whose principal place of
business is at 00 Xxxx Xxxxx, Xxxxxxx, Xxxxxxx 00000 (the "Lender").
This Amended and Restated Revolving Credit/Term Loan Agreement
supersedes the Revolving Credit /Term Loan Agreement between the
parties dated January 10, 1996. The parties hereto hereby agree as
follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following
terms have the following meanings (terms defined in the singular to
have same meaning when used in the plural and vice versa):

"Affiliate" means any Person (1) which directly or indirectly
controls, or is controlled by, or is under common control with the
Borrower or a Subsidiary; (2) which directly or indirectly
beneficially owns or holds five percent (5.0%) or more of any class of
voting stock of the Borrower or any Subsidiary; or (3) five percent
(5.0%) or more of the voting stock of which is directly or indirectly
beneficially owned or held by the Borrower or a Subsidiary. The term
"control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a
Person whether through the ownership of voting securities, by
contract, or otherwise.

"Agreement" means this Amended and Restated Revolving Credit/Term Loan
Agreement, as amended, supplemented, or modified from time to time.

"Bank" means each Subsidiary of Borrower that is listed on Exhibit A,
attached hereto and incorporated herein, and any Subsidiary acquired
by Borrower from time to time after the date hereof, which is a
banking association or banking corporation organized under either the
laws of the United States or of a state in the United States.

"Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banks in Georgia are authorized or required to
close under the laws of the State of Georgia.

6
"Call Reports" means, with respect to any Bank, such Bank's
Consolidated Reports of Condition and Income filed with such Bank's
applicable federal Regulatory Authority.

"Capital Lease" means all leases which have been or should be
capitalized on the books of the lessee in accordance with generally
accepted accounting principles.

"Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations and published interpretations thereof.

"Collateral" means all property which is subject to the Lien granted
by any Loan Document, including, without limitation, the personal
property identified and described on Exhibit B attached hereto and
incorporated herein.

"Commonly Controlled Entity" means an entity, whether or not
incorporated, which is under common control with the Borrower within
the meaning of Section 414(b) or 414(c) of the Code.

"Debt" means without duplication (1) indebtedness or liability of
Borrower or any Subsidiaries for borrowed money; (2) obligations of
Borrower or any Subsidiaries evidenced by bonds, debentures, notes, or
other similar instruments; (3) obligations of Borrower or any
Subsidiaries for the deferred purchase price of property or services
(including trade obligations); (4) obligations of Borrower or any
Subsidiaries as lessee under Capital Leases; (5) liabilities of
Borrower or any Subsidiaries in respect of unfunded vested benefits
under Plans covered by ERISA; (6) all guarantees, endorsements (other
than for collection or deposit in the ordinary course of business),
interest rate swaps, and other contingent obligations of Borrower or
any Subsidiaries to purchase, to provide funds for payment, to supply
funds to invest in any Person or entity, or otherwise to assure a
creditor against loss (except loans or letters of credit made or
issued in the ordinary course of business); and (7) obligations of
Borrower or any Subsidiaries, other than obligations as a lender,
secured by any Liens, whether or not the obligations have been
assumed. The term "Debt" does not include any deposit liabilities of
any Bank.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published
interpretations thereof.

"Event of Default" means any of the events specified in Section 8.01,
provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"GAAP" means generally accepted accounting principles in the United
States.

"Governmental Authority" means any nation or government, any state or
political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory, or administrative functions of or
pertaining to government.

"Lien" means the charge, encumbrance, security interest, or right of
the Lender in property created by any Loan Document or any other
mortgage, deed of trust, pledge, security interest, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or
other), or preference, priority, or other security agreement or
preferential arrangement, charge, or encumbrance of any kind or nature
whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing lease having
substantially the same economic effect as of the foregoing, or the
filing of any financing statement under the Uniform Commercial Code or
comparable law of any jurisdiction to evidence any of the foregoing).

"Loan" means collectively, the Revolving Credit and the Term Loan, as
such terms are defined, respectively, in Sections 2.01 and 2.03 of
this Agreement.

"Loan Document" means this Agreement, the Note, the Revolving
Credit/Term Note, the Security Agreement, or any deed to secure debt,
mortgage, deed of trust, pledge agreement, security agreement, or
other agreement evidencing or securing the Loan (two or more of the
foregoing being also referred to collectively herein as the "Loan
Documents").

"Multiemployer Plan" means a Plan described in Section 4001(a)(3) of
ERISA.

"1996 Agreement" means the Revolving Credit/Term Loan Agreement by and
between Borrower and Xxxxxx dated January 10, 1996, as amended,
supplemented, or modified from time to time.

"Note" has the meaning assigned to such term in Section 2.01.01

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"Person" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority, or other entity of whatever nature.

"Plan" means any pension plan which is covered by Title IV of ERISA
and in respect of which the Borrower or a Commonly Controlled Entity
is an "employer" as defined in Section 3(5) of ERISA.

"Prime Rate" means the rate of interest announced by the Lender from
time to time as its prime commercial lending rate, which rate is not
necessarily the lowest rate of interest charged by the Lender to its
borrowers.

"Principal Office" means the Lender's office at 00 Xxxx Xxxxx,
Xxxxxxx, Xxxxxxx 00000.

"Prohibited Transaction" means any transaction set forth in Section
406 of ERISA or Section 4975 of the Code.

"Real Estate Owned" has the meaning assigned to such term in Section
4.15.

"Regulatory Authority" or "Regulatory Authorities" means the Federal
Reserve Board and, as applicable, the Department of Banking of a state
of the United States, the Federal Deposit Insurance Corporation, the
Office of the Comptroller of the Currency and any other agency with
regulatory control over Borrower, any Bank or any other Subsidiary.

"Reportable Event" means any of the events set forth in Section 4043
of ERISA.

"Revolving Credit" has the meaning assigned to such term in Section
2.01.

"Revolving Credit/Term Note" shall have the meaning assigned to such
term in Section 2.05.

"Revolving Maturity Date" means July 21, 1998.

"Security Agreement" means the Amended and Restated Stock Pledge and
Security Agreement in substantially the form of Exhibit C, to be
delivered by the Borrower under the terms of this Agreement.

"Subsidiary" means, as to the Borrower, a corporation of which shares
of stock having ordinary voting power (other than stock having such
power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such
corporation are, at the time, owned, or the management of which
corporation is otherwise controlled, directly or indirectly, through
one or more intermediaries, or both, by the Borrower. The term
"Subsidiary" shall specifically include the Banks.

"Term Loan" means that portion of the credit established pursuant to
the 1996 Agreement which remains outstanding pursuant thereto and
under the Revolving/Credit Term Note.

"Tier I Capital" means those components of the equity capital of the
Borrower or of any Bank which, in the aggregate, constitute the core
or primary capital of the Borrower or Bank, as those components are
determined and defined from time to time by the Federal Regulatory
Authority having primary jurisdiction over the Borrower or any Bank.

"Tier II Capital" means those components of the equity capital of the
Borrower or of any Bank which, in the aggregate, constitute the
supplementary capital of the Borrower or Bank, as those components are
determined and defined from time to time by the Federal Regulatory
Authority having primary jurisdiction over the Borrower or any Bank.

"Total Capital" means the total of the amounts of Tier I Capital and
Tier II Capital that qualify, under the applicable regulations of the
Federal Regulatory Authority having primary jurisdiction over the
Borrower or any Bank, for inclusion in the computation of leverage
capital requirements and risk-weighted capital requirements.

SECTION 1.02. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the
preparation of the financial statements referred to in Section 4.04,
and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such principles.

ARTICLE II

AMOUNT AND TERMS OF THE LOAN

SECTION 2.01. REVOLVING CREDIT. Subject to and upon the terms and
conditions set forth in this Agreement, the Lender hereby establishes
until the Revolving Maturity Date a revolving credit facility in favor
of the Borrower not to exceed THREE MILLION AND NO/100 DOLLARS
($3,000,000.00) in aggregate principal at any one time outstanding
(the "Revolving Credit"). Within the limits of the Revolving Credit,
the Borrower may borrow, repay and reborrow under the terms of this
Agreement; provided, however, the Borrower may neither borrow nor
reborrow should there exist an Event of Default.

SECTION 2.01.01. NOTE. The Borrower's obligation to pay interest and
repay principal under the Revolving Credit shall be evidenced by its
Promissory Note (the "Note") a copy of which is attached hereto and
incorporated herein as Exhibit D.

SECTION 2.02. INTEREST ON THE REVOLVING CREDIT. Interest shall accrue
on all advances under the Revolving Credit, shall be calculated on the
basis of actual days elapsed and a year of 360 days, and shall be
computed at an annual rate of interest equal to one percent (1%) below
the Prime Rate. The interest rate shall change as of the opening of
business on each day the Lender changes the Prime Rate. Accrued
interest on the Revolving Credit shall be paid on the last day of each
calendar quarter, commencing September 30, 1997 and on the Revolving
Maturity Date.

SECTION 2.03. TERM LOAN. The Term Loan shall remain outstanding and
subject to the terms of the Revolving Credit/Term Note and the terms
of this Agreement.

SECTION 2.04. INTEREST ON THE TERM LOAN. The Borrower shall pay
interest to the Lender on the outstanding and unpaid principal amount
of the Term Loan made at a rate per annum equal to the Prime Rate,
minus one percent (1%).

Any change in the interest rate resulting from a change in the Prime
Rateshall become effective as of the opening of business on the day on
which such change in the Prime Rate shall become effective. Interest
shall be calculated on the basis of a year of three hundred sixty
(360) days for the actual number of days elapsed. Interest shall be
paid in immediately available funds on the last day of each calendar
quarter, commencing on March 31, 1997, and at maturity at the
Principal Office. Any principal amount not paid when due (at
maturity, by acceleration, or otherwise) shall bear interest
thereafter until paid in full, payable on demand, at a rate which
shall be two percent (2.0%) above the rate which would otherwise be
applicable.

SECTION 2.05. REVOLVING CREDIT/TERM NOTE. The Borrower's obligation
to repay the Term Loan shall continue to be evidenced by its
promissory note (the "Revolving Credit/Term Note")a copy of which is
attached hereto and incorporated herein as EXHIBIT D-1.

SECTION 2.06. METHOD OF PAYMENT. The Borrower shall make each
payment under this Agreement, the Note, and Revolving Credit/Term Note
on the date when due in lawful money of the United States to the
Lender at its Principal Office in immediately available funds. The
Borrower hereby authorizes the Lender, if and to the extent payment is
not made when due under this Agreement, the Note, or the Revolving
Credit/Term Note to charge from time to time against any account of
the Borrower with the Lender any amount so due. Whenever any payment
to be made under this Agreement, the Note, or the Revolving
Credit/Term Note shall be stated to be due on a day other than a
Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be
included in the computation of payment of interest.

SECTION 2.07. USE OF PROCEEDS. Advances under the Revolving Credit
shall be used by the Borrower for general corporate purposes. The
Borrower will not, directly or indirectly, use any part of such
advances for the purpose of purchasing or carrying any margin stock
within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System or to extend credit to any Person for the
purpose of purchasing or carrying any such margin stock, or for any
purpose which violates, or is inconsistent with, Regulation X of such
Board of Governors.

ARTICLE III

ADVANCES

SECTION 3.01. ADVANCES. The Borrower shall give the Lender at least
one (1) Business Day's telephone notice of a requested disbursement
under this Agreement, specifying the date the disbursement is
requested and the amount thereof. The Lender may rely upon such
telephone request for disbursements received from the individual(s)
identifying themselves as and purporting to be Xx. Xxxxx Xxxxxxxx,
Chief Financial Officer of the Borrower. The telephone request for
disbursement should be promptly confirmed in writing by Borrower by
mailing or transmitting by facsimile transmission a confirmation to
the Lender at the address designated hereinafter, as may be amended.
Upon fulfillment of the applicable conditions set forth below, and
provided that the request for disbursement does not cause the Borrower
to exceed the aggregate principal amount of the Revolving Credit, the
Lender will make such disbursements available to the Borrower in
immediately available funds by crediting the amount thereof to the
Borrower's account, or other designated account, with the Lender.

Section 3.02.Conditions Precedent to Initial Advance. The obligation
of the Lender to make the initial advance under the Revolving Credit
is subject to the condition precedent that the Lender shall have
received on or before the day of such advance each of the following,
in form and substance satisfactory to the Lender and its counsel:

(1) NOTE. The Note duly executed by the Borrower;

(2) SECURITY AGREEMENT. The Security Agreement duly executed by
Xxxxxxxx.

(3) EVIDENCE OF ALL CORPORATE ACTION BY THE BORROWER. Certified (as
of the date of this Agreement) copies of all corporate action taken by
the Borrower, including resolutions of its Board of Directors,
authorizing the execution, delivery, and performance of the Loan
Documents to which it is a party and each other document to be
delivered pursuant to this Agreement;

(4) INCUMBENCY AND SIGNATURE CERTIFICATE OF THE BORROWER. A
certificate (dated as of the date of this Agreement) of the Secretary
of Borrower certifying the names and true signatures of officers of
the Borrower authorized to sign the Loan Documents to which it is a
party and each other documents to be delivered by the Borrower under
this Agreement;

(5) OPINION OF COUNSEL FOR THE BORROWER. A favorable opinion of
Xxxxxxxxxx & Xxxx, counsel for the Borrower, in substantially the form
of Exhibit E, and as to such other matters as the Lender may
reasonably request;

(6) OFFICER'S CERTIFICATE. A certificate signed by a duly authorized
officer of Xxxxxxxx dated the date of this Agreement, in substantially
the form of Exhibit F;

(7) ADDITIONAL DOCUMENTATION. Such other approvals, opinions, or
documents as the Lender may reasonably request;

(8) REQUEST FOR ADVANCE. A request for advance pursuant to Section
3.01 hereof;

(9) REGULATORY APPROVAL. Copies of any and all necessary
Governmental Authority or Regulatory Authority approvals;

(10) NO MATERIAL ADVERSE CHANGE. A certificate signed by a duly
authorized officer of the Borrower stating that there has been no
material adverse change in the condition (financial or otherwise),
business, or operations of the Borrower or any Subsidiary since
December 31, 1994.

SECTION 3.03. CONDITIONS PRECEDENT TO SUBSEQUENT ADVANCES. The
obligation of the Lender to make subsequent advances under the
Revolving Credit is subject to the conditions precedent that the
Lender shall have received, in form and substance satisfactory to it,
each of the following documents, and that each of the conditions
described below is fulfilled to the satisfaction of the Lender: (i) if
applicable, a request for advance pursuant to Section 3.01 hereof; and
(ii) the representations and warranties contained in Article IV hereof
and each of the other Loan Documents shall be correct in all material
respects on and as of the date of the request for the advance and the
date of the advance (if applicable), with the same effect as though
made on and as of those dates, except to the extent that such
representations and warranties relate solely to an earlier date, and
on each of such dates, no event, act, or condition shall have occurred
or be continuing, or would result from the advance requested which
constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse,
or both. The submission by the Borrower of an oral or written request
for advance shall constitute a representation and warranty as to the
correctness of the above facts, and if requested by the Lender with
respect to the advance requested, the Borrower shall furnish to the
Lender a written certificate of an officer of the Borrower,
satisfactory in form and substance to the Lender, as to the
correctness of the above facts as a condition precedent to such
advance.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to enter into the Agreement and to make
advances under the Revolving Credit, the Borrower represents and
warrants to the Lender that:

SECTION 4.01. INCORPORATION, GOOD STANDING, AND DUE QUALIFICATION.
The Borrower and each of its non-bank Subsidiaries is a corporation
duly incorporated, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation. Each of the Banks set
forth on Exhibit A is a banking corporation and is duly organized,
validly existing, and in good standing under the laws of the state of
incorporation listed on such Exhibit A. The Borrower and each of its
Subsidiaries has the corporate power and authority to own its assets
and to transact the business in which it is now engaged or proposed to
be engaged; and is duly qualified as a foreign corporation and in good
standing under the laws of each other jurisdiction in which such
qualification is required.

SECTION 4.02. CORPORATE POWER AND AUTHORITY. The execution,
delivery, and performance by the Borrower of the Loan Documents and
the creation of the security interest provided for under the Security
Agreement are within the Borrower's corporate powers and have been
duly authorized by all necessary corporate action and do not and will
not (1) require any consent or approval of the stockholders of the
Borrower; (2) contravene the Borrower's charter or bylaws; (3) violate
any provision of any law, rule, regulation (including, without
limitation, Regulations U and X of the Board of Governors of the
Federal Reserve System), order, writ, judgment, injunction, decree,
determination, or award presently in effect having applicability to
the Borrower; (4) result in a breach of or constitute a default under
any indenture or loan or credit agreement or any other agreement,
lease, or instrument to which Borrower is a party or by which it or
its properties may be bound or affected; (5) result in, or require,
the creation or imposition of any Lien, except as contemplated by the
Security Agreement, upon or with respect to any of the properties now
owned or hereafter acquired by the Borrower; and (6) cause the
Borrower to be in default under any such law, rule, regulation, order,
writ, judgment, injunction, decree, determination, or award of any
such indenture, agreement, lease, or instrument.

SECTION 4.03. LEGALLY ENFORCEABLE AGREEMENT. This Agreement is, and
each of the other Loan Documents are legal, valid, and binding
obligations of the Borrower, and enforceable against the Borrower in
accordance with their respective terms, except to the extent that such
enforcement may be limited by (i) applicable bankruptcy, insolvency,
liquidation, reorganization, moratorium or other similar laws
affecting creditors' rights generally, and (ii) general principles of
equity (whether applied in a proceeding at law or in equity).

SECTION 4.04. FINANCIAL STATEMENTS. The consolidated balance sheet
of the Borrower and its Subsidiaries as of December 31, 1996 and the
related consolidated statements of income, shareholder's equity, and
cash flows of the Borrower and its Subsidiaries for the fiscal year
then ended, and the accompanying footnotes, together with the opinion
thereon, dated December 31, 1996 of Xxxxxxx & Xxxxxxx, independent
certified public accountants, copies of which have been furnished to
the Lender, are complete and correct and fairly present the financial
condition of the Borrower and its Subsidiaries as at such dates and
the results of the operations of the Borrower and its Subsidiaries for
the periods covered by such statements, all in accordance with GAAP;
and since December 31, 1996, there has been no material adverse change
in the condition (financial or otherwise), business, or operations of
the Borrower or any Subsidiary. There are no liabilities of the
Borrower or any Subsidiary, fixed or contingent, which are material
but are not reflected in the financial statements or in the notes
thereto, other than liabilities arising in the ordinary course of
business since December 31, 1996. No information, exhibit, or report
furnished by the Borrower to the Lender in connection with the
approval of the Loan or negotiation of this Agreement contains any
material misstatement of fact or omitted to state a material fact or
any fact necessary to make the statement contained therein not
materially misleading.

SECTION 4.05. LABOR DISPUTES AND ACTS OF GOD. Neither the business
nor the properties of the Borrower or any Subsidiary are affected by
any fire, explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the public
enemy, or other casualty (whether or not covered by insurance)
materially and adversely affecting such business or properties or the
operation of the Borrower or such Subsidiary.

SECTION 4.06. OTHER AGREEMENTS. Neither the Borrower nor any
Subsidiary is a party to any indenture, loan, credit agreement,
regulatory agreement or imposition, or to any lease or other agreement
or instrument, or subject to any charter or corporate restriction
which could have a material adverse effect on the business,
properties, assets, operations, or conditions, financial or otherwise,
of the Borrower or any Subsidiary or the ability of the Borrower to
carry out its obligations under the Loan Documents to which it is a
party. Neither the Borrower nor any Subsidiary is in material
default in any
respect in the performance, observance, or fulfillment of any of the
obligations, covenants, or conditions contained in any agreement or
instrument to which it is a party.

SECTION 4.07. LITIGATION. Except as is set forth expressly on
Exhibit G attached hereto, no action or proceeding is pending or,
threatened against, or affecting, the Borrower or any of its
Subsidiaries before any court, board, commission, governmental agency,
or arbitrator, which may, in any one case or in the aggregate,
materially adversely affect the financial condition, operations,
properties, or business of the Borrower or any Subsidiary or the
ability of the Borrower to perform its obligation under the Loan
Documents to which it is a party.

SECTION 4.08. NO DEFAULTS ON OUTSTANDING JUDGMENTS OR ORDERS. The
Borrower and its Subsidiaries have satisfied all material judgments,
and neither the Borrower nor any Subsidiary is in default with respect
to any judgment, writ, injunction, decree, rule, or regulation of any
court, arbitrator, federal, state, municipal, or other governmental
authority, commission, board, bureau, agency, or instrumentality,
domestic or foreign, which default shall materially and adversely
affect the business or properties of Borrower and its Subsidiaries.

SECTION 4.09. OWNERSHIP AND LIENS. The Borrower and each Subsidiary
have title to, or valid leasehold interests in, all of their
properties and assets, real and personal, including the properties and
assets and leasehold interests reflected in the financial statements
referred to in Section 4.04 (other than any properties or assets
disposed of in the ordinary course of business), and none of the
properties and assets owned by the Borrower or any Subsidiary and none
of their leasehold interests is subject to any Lien, except such as
may be permitted pursuant to Section 6.01 of this Agreement.

SECTION 4.10. SUBSIDIARIES AND OWNERSHIP OF STOCK. The Borrower's
audited and consolidated financial statement for the fiscal year
ending December 31, 1996, as provided to the Lender, includes a
complete and accurate list of the Subsidiaries of the Borrower. All of
the outstanding capital stock of each Subsidiary has been validly
issued, is fully paid and nonassessable, and is owned by the Borrower
free and clear of all Liens.

SECTION 4.11. ERISA. With respect to each Plan maintained by Borrower and
each Subsidiary, the Borrower and each Subsidiary are in compliance in all
material respects with all applicable provisions of ERISA. Neither a
Reportable Event nor a Prohibited Transaction has occurred and is continuing
with respect to any Plan; no notice of intent to terminate a Plan has been
filed, nor has any Plan been terminated; no circumstances exist which
constitute grounds entitling the PBGC to institute proceedings to terminate,
or appoint a trustee to administer, a Plan, nor has the PBGC instituted any
such proceedings; neither the Borrower nor any Commonly Controlled Entity
has completely or partially withdrawn from a Multiemployer Plan; the
Borrower and each Commonly Controlled Entity have met their minimum funding
requirements under ERISA with respect to all of their Plans, and the present
value of all vested benefits under each Plan exceeds the fair market value
of all Plan assets allocable to such benefits, as determined on the most
recent valuation date of the Plan and in accordance with the provisions of
ERISA; and neither the Borrower nor any Commonly Controlled Entity has
incurred any liability to the PBGC under ERISA.

SECTION 4.12. OPERATION OF BUSINESS. The Borrower and its Subsidiaries
possess all licenses, permits, franchises, patents, copyrights, trademarks,
and trade names, or rights thereto, necessary in all material respects to
conduct their respective businesses substantially as now conducted and as
presently proposed to be conducted, and the Borrower and its Subsidiaries
are not to Borrower's knowledge, in violation of any valid rights of others
with respect to any of the foregoing.

SECTION 4.13. TAXES. The Borrower and each of its Subsidiaries have filed
all tax returns (federal, state, and local) required to be filed and have
paid all taxes, assessments, and governmental charges and levies shown
thereon to be due, including interest and penalties. The federal income tax
liabilities of the Borrower and its Subsidiaries have been audited by the
Internal Revenue Service and have been finally determined and satisfied for
all taxable years up to and including the taxable year ended December 31,
1994.

SECTION 4.14. ABSENCE OF UNDISCLOSED LIABILITIES. Except as reflected in
the audited consolidated balance sheet of Borrower at December 31, 1994
(including the notes thereto), as of December 31, 1994, neither Borrower nor
any Subsidiary had any material liability or obligation whatsoever, whether
accrued, absolute, contingent, or otherwise that should, in accordance with
GAAP, have been disclosed in such financial statements and notes thereto.
Since December 31, 1994, neither Borrower nor any Subsidiary has incurred
any material liability or obligation, except for liabilities and obligations
incurred in the ordinary course of business or that will not have a material
adverse effect on Borrower.

SECTION 4.15. ENVIRONMENT. The Borrower and each Subsidiary have duly
complied in all material respects with, and their businesses, operations,
assets, equipment, property, leaseholds, other real estate owned, or other
facilities are in compliance in all material respects with, the provisions
of all federal and state, environmental, health, and safety laws, codes, and
ordinances, and all rules and regulations promulgated thereunder. Neither
the Borrower nor any Subsidiary has received notice of, nor knows of or
suspects, facts which might constitute any violations of any federal or

state environmental, health, or safety laws, codes, or ordinances, and any
rules or regulations promulgated thereunder with respect to its businesses,
operations, assets (including but not limited to real property loan
collateral), equipment, property, leaseholds, or other facilities. Set
forth in Exhibit H is a list of all real property owned by Xxxxxxxx and/or
the Subsidiaries other than real property acquired pursuant to foreclosure
of a lien in favor of Borrower or any Subsidiary (or by deed in lieu
thereof) ("Real Estate Owned") or leased by the Borrower and its
Subsidiaries at any time since December 31, 1994, wherever located, and a
brief description of the business conducted at such location.

SECTION 4.16. GOVERNMENTAL APPROVAL. All permits, consents,
authorizations, approvals, declarations, notifications, filings or
registrations with any Governmental Authority or Regulatory Authority or any
third party which are necessary in all material respects in connection with
the consummation of this transaction have been obtained on or before the
date hereof.

SECTION 4.17. REGULATORY COMPLIANCE AND NOTICE OF REGULATORY ACTION. The
Borrower and each Subsidiary are in compliance in all material respects with
all laws, statutes, ordinances, and governmental rules, regulations, or
requirements relating to or affecting their business or operations. There
are no outstanding notices of charges, cease-and-desist orders (temporary or
otherwise), or orders to take affirmative action issued by any Governmental
Authority or Regulatory Authority against the Borrower, any Bank or any
other Subsidiary, or any director, officer, employee or agent of the
Borrower, any Bank or any other Subsidiary. No agreement or memorandum of
understanding has been entered into between any Governmental Authority or
Regulatory Authority and the Borrower, any Bank or any other Subsidiary or
any director, officer, employee or agent of the Borrower, any Bank or any
other Subsidiary. No notice of intention to remove from office or notice of
intention to suspend from office has been served upon any officer or
director of the Borrower, any Bank or any other Subsidiary by any
Governmental Authority or Regulatory Authority.

SECTION 4.18. SECURITIES ACTIVITIES. The Borrower has not issued any
securities except as were (a) duly registered under the Securities Act of
1933, as amended, and applicable blue sky laws, or (b) validly exempt from
registration.

SECTION 4.19. DEPOSIT INSURANCE. Each Bank is an "insured depository
institution" within the meaning of Section 3 (c)(2) of the Federal Deposit
Insurance Act, as amended.

ARTICLE V

AFFIRMATIVE COVENANTS

So long as the Note or Revolving Credit/Term Note shall remain unpaid, the
Borrower will:

SECTION 5.01. USE OF PROCEEDS. Use the proceeds of the Loan only for the
purposes set forth herein, and will furnish the Lender such evidence as it
may reasonably require with respect to such use.

SECTION 5.02. MAINTENANCE OF EXISTENCE. Preserve and maintain, and cause
each Subsidiary to preserve and maintain, its corporate existence and good
standing in the jurisdiction of its incorporation, and qualify and remain
qualified, and cause each Subsidiary to qualify and remain qualified, as a
foreign corporation in each jurisdiction in which the ownership of property
or the nature of its business makes such qualification necessary or
required, except where such failure to qualify shall not materially or
adversely affect the Borrower and its Subsidiaries taken as a whole.

SECTION 5.03. MAINTENANCE OF RECORDS. Keep, and cause each Subsidiary to
keep, adequate records and books of account, in which complete entries will
be made in accordance with GAAP consistently applied, reflecting all
financial transactions of the Borrower and its Subsidiaries.

SECTION 5.04. MAINTENANCE OF PROPERTIES. Maintain, keep, and preserve, and
cause each Subsidiary to maintain, keep, and preserve, all of its properties
(tangible and intangible) necessary or useful in the proper conduct of its
business in good working order and condition, ordinary wear and tear
excepted.

SECTION 5.05. CONDUCT OF BUSINESS. Continue, and cause each Subsidiary to
continue, to engage in a business of the same general type as now conducted
by it on the date of this Agreement.

SECTION 5.06. MAINTENANCE OF INSURANCE. Maintain and see that its
Subsidiaries maintain, or cause to be maintained, insurance coverages
including, but not limited to, bankers' blanket bonds, public liability
insurance, and fire and extended coverage insurance on all assets owned by
them, all in such form and amounts, and with such insurers, as are
reasonably satisfactory to the Lender.

SECTION 5.07. COMPLIANCE WITH LAWS. Comply, and cause each Subsidiary to
comply, in all material respects with all applicable laws, rules,
regulations, orders, and material agreements to which they are subject, such
compliance to include, without limitation, maintaining adequate cash
reserves for the payment of, and paying before the same become delinquent,
all taxes, assessments, and governmental charges imposed upon it or upon its
property except as contested in good faith.

SECTION 5.08. RIGHT OF INSPECTION. At any reasonable time and from time to
time with prior notice, permit the Lender or any agent or representatives
thereof to examine and make copies of and abstracts from the records and
books of account of, and visit the properties of, the Borrower and any
Subsidiary, and to discuss the affairs, finances, and accounts of the
Borrower and any Subsidiary with any of their respective officers and
directors and the Borrower's independent accountants.

SECTION 5.09. DEPOSIT INSURANCE. The Borrower will cause each Bank to
maintain federal deposit insurance and to be a member of the Federal Deposit
Insurance Corporation (or any successor thereto).

SECTION 5.10. REPORTING REQUIREMENTS. Furnish to the Lender:

(1) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in any event
within forty-five (45) days after the end of each of the first three (3)
quarters of each fiscal year of the Borrower, interim unaudited consolidated
and unconsolidated balance sheets of Borrower, and related statements of
income, shareholders equity and cash flows of the Borrower for the prior
quarter prepared in accordance with GAAP.

(2) CALL REPORTS. As soon as available, and in any event within thirty
(30) days after the end of each fiscal quarter of the Borrower, copies of
all Call Reports of the Borrower and each Bank as filed with the Federal
Deposit Insurance Corporation (or any successor thereto) and/or the
Comptroller of the Currency (or any successor), signed by the chief
financial officer of the Borrower and each Bank.

(3) ANNUAL FINANCIAL STATEMENTS. As soon as available and in any event
within one hundred twenty (120) days after the end of each fiscal year of
the Borrower, consolidated and consolidating balance sheets of the Borrower
and its Subsidiaries as of the end of such fiscal year and consolidated and
consolidating statements of income, shareholder's equity, and cash flows of
the Borrower and its Subsidiaries for such fiscal year, all in reasonable
detail and stating in comparative form the respective figures for the
corresponding date and period in the prior fiscal year and all prepared in
accordance with GAAP and accompanied by an opinion thereon acceptable to the
Lender by Xxxxxxx & Xxxxxxx or other accountants selected by the Borrower
and acceptable to the Lender;

(4) F.R.Y.-6 ANNUAL REPORT. As soon as available, and in any event within
ten (10) days after the filing thereof, a copy of the Borrower's F.R.Y.-6
Annual Report to the Federal Reserve System.

(5) MANAGEMENT LETTERS. Promptly upon receipt thereof, copies of any
reports submitted to the Borrower or any Subsidiary by independent certified
public accountants in connection with examination of the financial
statements of the Borrower or any Subsidiary made by such accountants;

(6) CERTIFICATE OF NO DEFAULT. Within forty-five (45) days after the end
of each of the quarters of each fiscal year of the Borrower, a certificate
of the chief financial officer of the Borrower, substantially in the form of
Exhibit I attached hereto and made a part hereof (a) certifying, inter alia,
that (i) the representations and warranties contained in Article IV hereof
and in each of the Loan Documents remain true and correct (except to the
extent that such representations and warranties relate solely to an earlier
date), (ii) the Borrower and Subsidiaries are in compliance with the
covenants set forth herein, and (iii) no Event of Default has occurred and
is continuing or, if an Event of Default has occurred and is continuing, a
statement as to the nature thereof and the action which is proposed to be
taken with respect thereto; and (b) with computations demonstrating
compliance with the covenants contained in Article VII;

(7) ACCOUNTANT'S REPORT. Simultaneously with the delivery of the annual
financial statements referred to in Section 5.10(3), a statement of the
independent public accountants to the effect that, in making the examination
necessary for the audit of such statements, they have obtained no knowledge
of any condition or event which constitutes an Event of Default, or if such
accountants shall have obtained knowledge of any such condition or event,
specifying in such certificate each such condition or event, of which they
have knowledge and the nature and status thereof;

(8) NOTICE OF LITIGATION. Promptly after the commencement thereof, notice
of all actions, suits, and proceedings before any court or governmental
department, commission, board, bureau, agency, or instrumentality, domestic
or foreign, affecting the Borrower or any Subsidiary which, if determined
adversely to the Borrower or such Subsidiary, could have a material adverse
effect on the financial condition, properties, or operations of the Borrower
or such Subsidiary;

(9) NOTICE OF EVENTS OF DEFAULT. The Borrower will notify the Lender
immediately if it becomes aware of the occurrence of any Event of Default or
of any fact, condition, or event that only with the giving of notice or
passage of time, or both, could become an Event of Default, or of the
failure of the Borrower to observe any of its undertakings hereunder;

(10) ERISA REPORTS. As soon as possible, and in any event within thirty
(30) days after the Borrower knows or has reason to know that any
circumstances exist that constitute grounds entitling the PBGC to institute
proceedings to terminate a Plan with respect to the Borrower or any Commonly
Controlled Entity, and promptly, but in any event within five (5) Business
Days of receipt by the Borrower or any Commonly Controlled Entity of notice
that the PBGC intends to terminate a Plan or appoint a trustee to administer
the same, and promptly, but in any event within five (5) Business Days of
the receipt of notice concerning the imposition of withdrawal liability in
excess of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) with respect
to the Borrower or any Commonly Controlled Entity, the Borrower will deliver
to the Lender a certificate of the chief financial officer of the Borrower
setting forth all relevant details and the action which the Borrower
proposes to take with respect thereto;

(11) PROXY STATEMENTS, ETC. Promptly after the sending or filing thereof,
copies of all proxy statements, financial statements, and reports which the
Borrower or any Subsidiary sends to its stockholders, and copies of all
regular, periodic, and special reports, and all registration statements
which the Borrower or any Subsidiary files with the Securities and Exchange
Commission or any Governmental Authority which may be substituted therefor,
or with any national securities exchange;

(12) REPORTS TO REGULATORY AGENCIES. Promptly after the sending or filing
of the same, copies of all call reports and other reports, including without
limitation responses to administrative enforcement actions, and
modifications or amendments thereto, that the Borrower or its Subsidiaries
sends or files with any Regulatory Authority; and

(13) NOTICE OF REGULATORY ACTION. Promptly, written notice of (i) the
issuance of any notice of charges, cease-and-desist order (temporary or
otherwise), or order to take affirmative action by any Governmental
Authority or Regulatory Authority against the Borrower, any Bank or any
other Subsidiary, or any director, officer, employee or agent of the
Borrower, any Bank or any other Subsidiary, (ii) the service of any notice
of intention to remove from office or notice of intention to suspend from
office by any Governmental Authority or Regulatory Authority upon any
director or officer of the Borrower, any Bank or any other Subsidiary, (iii)
the issuance of a notice of termination of the status of any Bank as an
insured bank under the Federal Deposit Insurance Corporation Act, as
amended, or (iv) the entering into of any agreement or memorandum of
understanding between any Governmental Authority or Regulatory Authority and
the Borrower, any Bank or any other Subsidiary, or any director, officer,
employee or agent of the Borrower, any Bank or any other Subsidiary.

(14) ADVERSE CHANGES. Promptly after the occurrence thereof and in no
event later than ten (10) days thereafter, full disclosures of any material
adverse changes in the finances or business of Borrower or any of its
Subsidiaries.

(15) GENERAL INFORMATION. Such other information respecting the condition
or operations, financial or otherwise, of the Borrower or any Subsidiary as
the Lender may from time to time reasonably request.

SECTION 5.11. ENVIRONMENT. Be and remain, and cause each Subsidiary to be
and remain, in all material respects, in compliance with the provisions of
all federal and state environmental, health, and safety laws, codes and
ordinances, and all rules and regulations issued thereunder; and notify the
Lender immediately of any notice of an environmental complaint received from
any governmental agency or any other party.

SECTION 5.12. CAPITAL ADEQUACY. Maintain, and cause each Bank to maintain,
at all times, the minimum levels of regulatory capital necessary to maintain
the regulatory capital classification of "Adequately Capitalized," as such
term is defined by the applicable Regulatory Authority.

ARTICLE VI

NEGATIVE COVENANTS

So long as the Note or Revolving Credit/Term Note shall remain unpaid, the
Borrower will not:

SECTION 6.01. LIENS. Create, incur and assume, or suffer to exist, or
permit any Subsidiary to create, incur, assume, or suffer to exist, any Lien
upon or with respect to any of its properties (including, without
limitation, any Lien upon all or any part of the common or capital stock of
any of the Banks), now owned or hereafter acquired, except:

(1) Liens in favor of the Lender;

(2) Liens for taxes or assessments or other governmental charges or levies
if not yet due and payable or, if due and payable, if they are being
contested in good faith by appropriate proceedings and for which appropriate
reserves are maintained;

(3) Xxxxx imposed by law, such as mechanics', materialmen's, landlords',
warehousemen's, and carriers' Liens, securing obligations incurred in the
ordinary course of business which are not yet due and payable or which are
being contested in good faith by appropriate proceedings and for which
appropriate reserves have been established;

(4) Liens under workers' compensation, unemployment insurance, Social
Security, or similar legislation;

(5) Liens, deposits, or pledges to secure the performance of bids, tenders,
contracts (other than contracts for the payment of money), leases (permitted
under the terms of this Agreement), public or statutory obligations, surety,
stay, appeal, indemnity, performance, or other similar bonds, or other
similar obligations arising in the ordinary course of business;

(6) Judgment and other similar Liens arising in connection with court
proceedings, provided the execution or other enforcement of such Xxxxx is
effectively stayed and the claims secured thereby are being actively
contested in good faith and by appropriate proceedings;

(7) Easements, rights-of-way, restrictions, and other similar encumbrances
which, in the aggregate, do not materially interfere with the occupation,
use, and enjoyment by the Borrower or any Subsidiary of the property or
assets encumbered thereby in the normal course of its business or materially
impair the value of the property subject thereto;

(8) Liens incidental to the conduct of banking business, not incurred in
connection with the borrowing of money, arising out of transactions in
federal funds, repurchase agreements, interbank credit facilities, bank
deposits, or other obligations to customers or depositors of the Borrower's
Subsidiaries.

(9) Liens incurred in connection with the borrowing by a Subsidiary from
the Federal Reserve Bank, or the Federal Home Loan Bank, in the ordinary
course of business;

(10) Those Liens specified in EXHIBIT J attached hereto and made a part
hereof; and

(11) Liens for purchase money security interests or Liens incurred in
connection with any conditional sale or other title retention agreement or
Capital Lease.

SECTION 6.02. DEBT. Create, incur, assume, or suffer to exist, or permit
any Subsidiary to create, incur, assume, or suffer to exist, any Debt,
except:

(1) Debt of the Borrower under this Agreement, the Note, or the Revolving
Credit/Term Note;

(2) Debt described in EXHIBIT K, and any renewals, extensions, or
refinancings of existing Debt on commercially reasonable terms(but there
shall be no voluntary prepayments of such Debt);

(3) Debt of a Subsidiary to the Federal Reserve Bank, or the Federal Home
Loan Bank, in the ordinary course of business;

(4) Accounts payable to trade creditors for goods or services which are not
aged more than sixty (60) days from the billing date and current operating
liabilities (other than for borrowed money) which are not more than sixty
(60) days past due, in each case incurred in the ordinary course of
business, as presently conducted, and paid within the specified time, unless
contested in good faith and by appropriate proceedings; and

(5) Debt of the Borrower or any Subsidiary secured by purchase money liens
and security interests permitted by Section 6.01 (11), which Debt shall not
exceed FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($400,000.00) in the
aggregate at any one time outstanding.

SECTION 6.03. MERGERS, ACQUISITIONS, ETC. Wind up, liquidate, or dissolve
itself, reorganize, merge, or consolidate with or into, or convey, sell,
assign, transfer, lease, or otherwise dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets
(whether now owned or hereafter acquired) to any Person, acquire all or
substantially all of the assets or the business of any Person, or commence
or acquire any new business not conducted by it on the date of this
Agreement, or permit any Subsidiary to do so, except that the Borrower or
any Subsidiary may merge into, consolidate with or acquire any other Person
provided in each case that immediately after giving effect thereto, no event
shall occur and be continuing which constitutes a Default or an Event of
Default and, in the case of any such merger with any other Person to which
the Borrower or any Subsidiary is a party, the Borrower or its Subsidiary is
the surviving corporation. The Lender, in its sole discretion, may consent
in writing to additional exceptions.

SECTION 6.04. LEASES. Create, incur, assume, or suffer to exist, or permit
any Subsidiary to create, incur, assume, or suffer to exist, any obligation
as lessee for the rental or hire of any real or personal property, except:
(1) leases existing on the date of this Agreement and any extensions or
renewals thereof; (2) leases (other than Capital Leases) which do not in the
aggregate require the Borrower and its Subsidiaries on a consolidated basis
to make payments (including taxes, insurance, maintenance, and similar
expense which the Borrower or any Subsidiary is required to pay under the
terms of any lease) in any fiscal year of the Borrower in excess of FOUR
HUNDRED THOUSAND AND NO/100 DOLLARS ($400,000.00); (3) leases between the
Borrower and any Subsidiary or between any Subsidiaries. The Lender, in its
sole discretion, may consent in writing to additional exceptions.

SECTION 6.05. SALE AND LEASEBACK. Sell, transfer, or otherwise dispose of,
or permit any Subsidiary to sell, transfer, or otherwise dispose of, any
real or personal property to any Person and thereafter directly or
indirectly lease back the same or similar property.

SECTION 6.06. DIVIDENDS. After the date hereof, make any distribution in
respect of its capital stock or purchase, or redeem or otherwise acquire any
shares of its outstanding capital stock unless such action has been approved
by the necessary Regulatory Authorities, and provided such distribution,
redemption or acquisition shall not impair Borrower's ability to service
Debt nor cause Borrower to be in violation of any Financial Covenants
contained in Article VII of this Agreement.

SECTION 6.07. SALE OF ASSETS. Sell, lease, assign, transfer, pledge,
mortgage, encumber, or otherwise dispose of, or permit any Subsidiary to
sell, lease, assign, transfer, pledge, mortgage, encumber, or otherwise
dispose of, any of its now owned or hereafter acquired assets (including,
without limitation, shares of stock and indebtedness of Subsidiaries,
receivables, and leasehold interest), except: (1) inventory disposed of in
the ordinary course of business; (2) the sale or other disposition of assets
no longer used or useful in the conduct of its business; (3) that any
Subsidiary may sell, lease, assign, or otherwise transfer its assets to the
Borrower or to any other subsidiary in the ordinary course of business
consistent with past practices; and (4) sales of loans in the ordinary
course of business and sales of Real Estate Owned and all other foreclosed
assets. The Lender, in its sole discretion, may consent in writing to
additional exceptions.

SECTION 6.08. GUARANTIES, ETC. Assume, guarantee, endorse, or otherwise be
or become directly or contingently responsible or liable, or permit any
Subsidiary to assume, guarantee, endorse, or otherwise be or become directly
or contingently responsible or liable (including, but not limited to, an
agreement to purchase any obligation, stock, assets, goods, or services, or
to supply or advance any funds, assets, goods, or services, or an agreement
to maintain or cause such Person to maintain a minimum working capital or
net worth, or otherwise to assure the creditors of any person against loss)
for obligations of any Person, except guaranties by endorsement of
negotiable instruments for deposits or collection or similar transactions in
the ordinary course of business and except pursuant to letters of credit or
other similar items (banker's acceptances, etc.) issued by the Banks in the
ordinary course of business.

SECTION 6.09. TRANSACTIONS WITH AFFILIATES. Enter into any transaction,
including, without limitation, the purchase, sale, or exchange of property
or the rendering of any services, with any Affiliate, or permit any
Subsidiary to enter into any transaction, including, without limitation, the
purchase, sale, or exchange of property or the rendering of any service,
with any Affiliate, except in the ordinary course of and pursuant to the
reasonable requirements of the Borrower's or such Subsidiary's business,
upon fair and reasonable terms no less favorable to the Borrower or such
Subsidiary than would obtain in a comparable arm's-length transaction with a
Person not an Affiliate, and in compliance with all applicable regulatory
and statutory requirements.

ARTICLE VII

FINANCIAL COVENANTS

So long as the Note or Revolving Credit/Term Note shall remain unpaid:

SECTION 7.01. CAPITAL EXPENDITURES. Neither the Borrower nor the
Borrower's bank Subsidiaries will make any expenditures for fixed or capital
assets if, after giving effect thereto, the aggregate of all such
expenditures made by the Borrower or any bank Subsidiary would exceed FOUR
MILLION AND NO/100 DOLLARS ($4,000,000.00) during any fiscal year. Bank may,
in its sole discretion, approve in writing exceptions to this restriction.

SECTION 7.02. CAPITAL RATIOS. Borrower, on a consolidated basis, and each
Bank shall maintain a (i) minimum Tier 1 Capital to Total Assets ratio of
seven percent (7%), (ii) minimum Tier I Capital to Risk- Weighted Assets
ratio of ten percent (10%), and (iii) minimum Total Capital to Risk-Weighted
Assets ratio of ten percent (10%). Unless otherwise defined in this
Agreement or under GAAP, the capitalized terms used in this Section 7.02
shall have the meanings assigned to them pursuant to 12 C.F.R. Section 3.1
ET SEQ.

SECTION 7.03. RETURN ON ASSETS. Income from operations after taxes,
divided by average assets, on a consolidated basis shall not be less than
nine-tenths of one percent (0.9%).

SECTION 7.04. RETURN ON EQUITY. Income from operations after taxes,
divided by average equity, on a consolidated basis shall not be less than
ten percent (10%).

Section 7.05. Net Interest Margin. Yields on earning assets minus the cost
of liabilities, divided by average earning assets, on a consolidated basis
shall be not less than four percent (4%).

SECTION 7.06. EFFICIENCY RATIO. The non-interest expense divided by the
net interest income plus non-interest income on a consolidated basis shall
not be greater than eighty percent (80%).

SECTION 7.07. LOAN DELINQUENCIES. Loan delinquencies (loans ninety (90)
days or more in arrears) divided by total loans for each Bank shall not
exceed three percent (3%).

SECTION 7.08. RESERVES. Each Bank shall maintain at all times reserves
equal to the greater of (i) one and one-half, percent (1.5%) of total loans,
(ii) one hundred percent (100%) of total non-performing assets, or (iii) the
minimum amount required by its primary regulator.

SECTION 7.09. ASSET QUALITY. The ratio of loans 90 days past due + non
accrual loans plus other real estate owned divided by net loans plus other
real estate owned for each Bank shall not exceed four percent (4%).

ARTICLE VIII

EVENTS OF DEFAULT

SECTION 8.01. EVENTS OF DEFAULT. An Event of Default shall be deemed to
exist if any of the following events shall occur:

(1) The Borrower shall fail to pay the principal of, or interest on, the
Note or the Revolving Credit/Term Note, or any fee, within five (5) days of
its due date;

(2) Any representation, warranty or certification made or deemed made by
the Borrower in this Agreement, the Security Agreement, or any of the other
Loan Documents, or which is contained in any certificate, document, opinion,
or financial or other statement furnished at any time under or in connection
with any Loan Document, shall prove to have been incorrect, incomplete, or
misleading in any material respect on or as of the date made or deemed made;

(3) The Borrower shall fail to perform or observe any term, covenant,
condition or agreement contained herein or in any other of the Loan
Documents and such failure remains unremedied for thirty (30) days after the
earlier of its discovery by the Borrower or written notice thereof to the
Borrower by the Lender;

(4) Any Event of Default as defined (and after giving effect to any
applicable notice and/or cure periods) in any other of the Loan Documents
shall occur;

(5) The Borrower or any of its Subsidiaries shall (a) fail to pay any
indebtedness for borrowed money (other than the Note or the Revolving
Credit/Term Note) in excess of TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($250,000.00) of the Borrower or such Subsidiary, as the case may be, when
due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise); or (b) fail to perform or observe any term, covenant,
or condition on its part to be performed or observed under any agreement or
instrument relating to any such indebtedness, when required to be performed
or observed, if the effect of such failure to perform or observe is to
accelerate, or to permit the acceleration of, after the giving of notice or
passage of time, or both, the maturity of such indebtedness, whether or not
such failure to perform or observe shall be waived by the holder of such
indebtedness; or any such indebtedness shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), prior to the stated maturity thereof and Borrower or
its Subsidiaries fails to pay such indebtedness in full;

(6) The Borrower or any of its Subsidiaries (a) shall generally not pay, or
shall be unable to pay, or shall admit in writing its inability to pay its
debts as such debts become due; or (b) shall make an assignment for the
benefit of creditors, or petition or apply to any tribunal for the
appointment of a custodian, receiver, or trustee for it or a substantial
part of its assets; or (c) shall commence any proceeding under any
bankruptcy, reorganization, arrangement, readjustment of debt, dissolution,
or liquidation law or statute of any jurisdiction, whether now or hereafter
in effect; or (d) shall have had any such petition or application filed or
any such proceeding commenced against it in which an order for relief is
entered or an adjudication or appointment is made, and which remains
undismissed for a period of sixty(60) days or more; or (e) shall take any
corporate action indicating its consent to, approval of, or acquiescence in
any such petition, application, proceeding, or order for relief or the
appointment of a custodian, receiver, or trustee for all or any substantial
part of its properties; or (f) shall suffer any such custodianship,
receivership, or trusteeship to continue undischarged for a period of sixty
(60) days or more;

(7) One or more judgments, decrees, or orders for the payment of money in
excess of ONE MILLION AND NO/100 DOLLARS($1,000,000.00) in the aggregate
shall be rendered against the Borrower or any of its Subsidiaries, and the
amount of said judgment(s) not covered by Xxxxxxxx's or Subsidiaries'
insurance is in excess of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($500,000.00), and such judgments, decrees, or orders shall continue
unsatisfied and in effect for a period of thirty (30) consecutive days
without being vacated, discharged, satisfied, or stayed or bonded pending
appeal;

(8) The Security Agreement shall at any time after its execution and
delivery and for any reason cease (a) to create a valid and perfected first
priority security interest in and to the property purported to be subject to
such Security Agreement; or (b) to be in full force and effect or shall be
declared null and void, or the validity or enforceability thereof shall be
contested by the Borrower, or the Borrower shall deny it has any further
liability or obligation under the Security Agreement, or the Borrower shall
fail to perform any of its obligations under the Security Agreement;

(9) Any of the following events shall occur or exist with respect to the
Borrower and any Commonly Controlled Entity under ERISA: any Reportable
Event shall occur; complete or partial withdrawal from any Multiemployer
Plan shall take place; any Prohibited Transaction shall occur; a notice of
intent to terminate a Plan shall be filed, or a Plan shall be terminated;
or circumstances shall exist which constitute grounds entitling the PBGC to
institute proceedings to terminate a Plan, or the PBGC shall institute such
proceedings; and in each case above, such event or condition, together with
all other events or conditions, if any, could subject the Borrower to any
tax, penalty, or other liability which in the aggregate may exceed FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00); or

(10) If any Governmental Authority asserts or creates a Lien upon any or
all of the assets, equipment, property, leaseholds, or other facilities of
the Borrower by reason of the occurrence of a hazardous discharge or any
environmental complaint; or if any Governmental Authority asserts a claim
against the Borrower and/or its assets, equipment, property, leaseholds, or
other facilities for damages or cleanup costs relating to a hazardous
discharge or an environmental complaint; provided, however, that such claim
shall not constitute a default if, within ten (10) Business Days of the
occurrence giving rise to the claim, (a) the Borrower can prove to the
Lender's satisfaction that the Borrower has commenced and is diligently
pursuing either: (i) a cure or correction of the event which constitutes
the basis for the claim, and continues diligently to pursue such cure or
correction to completion or (ii) proceedings for any injunction, a
restraining order, or other appropriate emergency relief preventing such
Governmental Authority from asserting such claim, which relief is granted
within ten (10) Business Days of the occurrence giving rise to the claim and
the injunction, order, or emergency relief is not thereafter resolved or
reversed on appeal; and (b) in either of the foregoing events, the Borrower
has posted a bond, letter of credit, or other security satisfactory in form,
substance, and amount to both the Lender and the Governmental Authority
asserting the claim to secure the proper and complete cure or correction of
the event which constitutes the basis for the claim;

(11) If the Borrower or any Bank, or the directors, officers, or employees
thereof, becomes subject to any regulatory enforcement action, which
includes without limitation, a memorandum of understanding, written
agreement, supervisory directive, capital directive, removal action, or
cease and desist order, which regulatory enforcement action limits or
restricts the ability of Borrower or any Bank to engage in its normal
business;

(12) Borrower shall fail to maintain senior management having sufficient
skill and experience in Borrower's industry to manage Borrower and each
Subsidiary competently and efficiently.

(13) If the ownership of Borrower as presently constituted shall change
such that more than twenty-five percent (25%) of the outstanding voting
stock shall be transferred to any Person other than (i) an existing
shareholder who prior to the transfer owned not less than twenty-five (25%)
of the outstanding voting stock of Borrower or (ii) an immediate family
member of the transferring shareholder.

(14) Any Bank shall be unable or shall be deemed to be unable to declare
and distribute dividends as a result of restrictions imposed by applicable
regulation or by any Regulatory Authority.

SECTION 8.02. REMEDIES UPON EVENT OF DEFAULT.

Upon the occurrence of an Event of Default, the Lender may:

(1) By notice to the Borrower, declare the Note and/or the Revolving
Credit/Term Note all interest thereon, and all other amounts payable under
this Agreement to be forthwith due and payable, whereupon the Note and/or
the Revolving Credit/Term Note, all such interest, and all such amounts
shall become and be forthwith due and payable, without presentment, demand,
protest, or further notice of any kind, all of which are hereby expressly
waived by the Borrower;

(2) At any time and from time to time, without notice to the Borrower (any
such notice being expressly waived by the Borrower), set off and apply (i)
any and all deposits (general or special, time or demand, provisional or
final) at any time held by the Lender, and (ii) other indebtedness at any
time owing by the Lender to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower, now or hereafter
existing under this Agreement, the Note, or the Revolving Credit/Term Note
any other Loan Document, irrespective of whether or not the Lender shall
have made any demand under this Agreement, the Note, the Revolving
Credit/Term Note, or under any other of the Loan Documents and although such
obligations may be unmatured;

(3) Exercise from time to time any and all rights and remedies available to
a secured party when a debtor is in default under a security agreement as
provided in the Uniform Commercial Code of Georgia, or available to Lender
under any other applicable law or in equity, including without limitation
the right to any deficiency remaining after disposition of the Collateral;

(4) At its option, and without notice or demand of any kind, exercise from
time to time any and all other rights and remedies available to it under
this Agreement or any of the other Loan Documents;

(5) Borrower shall pay all of the reasonable costs and expenses incurred by
Xxxxxx in enforcing its rights under this Agreement and the other Loan
Documents. In the event any claim under this Agreement or under any of the
other Loan Documents is referred to an attorney for collection, or collected
by or through an attorney at law, Xxxxxxxx will be liable to Lender for all
expenses incurred by it in seeking to enforce its rights hereunder, under
any other of the Loan Documents or in the Collateral, including without
limitation reasonable attorneys' fees; and

(6) Any proceeds from disposition of any of the Collateral may be applied
by Xxxxxx first to the payment of all expenses and costs incurred by Xxxxxx
in enforcing the rights of Lender under each of the Loan Documents and in
collecting, retaking, holding, preparing the Collateral for and advertising
the sale or other disposition of and realizing upon the Collateral,
including without limitation reasonable attorneys' fees actually incurred,
as well as all other legal expenses and court costs. Any balance of such
proceeds may be applied by Lender toward the payment of the Loan and in such
order of application as the Lender may from time to time elect. Lender shall
pay the surplus, if any, to Borrower. Borrower shall pay the deficiency, if
any, to Lender.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. AMENDMENTS, ETC. No amendment, modification, termination,
or waiver of any provision of any Loan Document to which the Borrower is a
party, nor consent to any departure by the Borrower from any Loan Document
to which it is a party, shall in any event be effective unless the same
shall be in writing and signed by the Lender , and then such waiver or
consent shall be effective only in the specific instance and for the
specific purpose for which given.

SECTION 9.02. NOTICES, ETC. All notices and other communications provided
for under this Agreement and under the other Loan Documents shall be in
writing (including telex and facsimile transmissions) and mailed or
transmitted or delivered as follows:

If to the Borrower:

000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxxxx
Executive Vice President & Chief Financial Officer

Facsimile: (000) 000-0000

If to the Lender:

00 Xxxx Xxxxx
Mail Code: 121
Atlanta, Georgia 30303
Attention: Southeastern Financial Institutions

Facsimile: (000) 000-0000

or, as to each party, at such other address as shall be designated by such
party in a written notice to the other party complying as to delivery with
the terms of this Section 9.02. Except as otherwise provided in this
Agreement, all such notices and communications shall be effective when
deposited in mails or sent, answer back received via telecopier, with the
original deposited in the mail, respectively, addressed as aforesaid, except
that notices to the Lender pursuant to the provisions of Section 3.01 shall
not be effective until received by the Lender.

SECTION 9.03. NO WAIVER. No failure or delay on the part of the Lender in
exercising any right, power, or remedy granted hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power, or remedy preclude any other or further exercise thereof or the
exercise of any other right, power, or remedy hereunder.

SECTION 9.04. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the Borrower and the Lender and their respective
successors and assigns, except that the Borrower may not assign or transfer
any of its rights under any Loan Document to which the Borrower is a party
without the prior written consent of the Lender.

SECTION 9.05. COSTS, EXPENSES, AND TAXES. The Borrower agrees to pay on
demand all costs and expenses incurred by the Lender in connection with the
preparation, execution, delivery, filing, and administration of the Loan
Documents, and of any amendment, modification, or supplement to the Loan
Documents, including, without limitation, the fees and out-of-pocket
expenses of counsel for the Lender incurred in connection with advising the
Lender as to its rights and responsibilities hereunder. The Borrower also
agrees to pay all such costs and expenses, including court costs, incurred
in connection with enforcement of the Loan Documents, or any amendments,
modification, or supplement thereto, whether by negotiation, legal
proceedings, or otherwise. In addition, the Borrower shall pay any and all
stamp and other taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing, and recording of any of the
Loan Documents and the other documents to be delivered under any such Loan
Documents, and agrees to hold the Lender harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes and fees. This provision shall survive
termination of this Agreement.

SECTION 9.06. INTEGRATION. This Agreement and the Loan Documents contain
the entire agreement between the parties relating to the subject matter
hereof and supersede all oral statements and prior writing with respect
thereto.

SECTION 9.07. INDEMNITY. The Borrower hereby agrees to defend, indemnify,
and hold the Lender harmless from and against any and all claims, damages,
judgments, penalties, costs, and expenses (including reasonable attorney's
fees and court costs actually incurred now or hereafter arising from the
aforesaid enforcement of this clause) arising directly or indirectly from
the activities of the Borrower and its Subsidiaries, and its predecessors in
interest, or arising directly or indirectly from the Borrower's or any
Subsidiaries', or any predecessors in interest's, violation of any
environmental protection, health, or safety law, whether such claims are
asserted by any governmental agency or any other person. This indemnity
shall survive termination of this Agreement.

SECTION 9.08. GOVERNING LAW. This Agreement, the Note, and the Revolving
Credit/Term Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia and the applicable laws of the United States of
America.

SECTION 9.09. SEVERABILITY OF PROVISIONS. Any provision of any Loan
Document which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in
any other jurisdiction.

SECTION 9.10. HEADINGS. Article and Section headings in the Loan Documents
are included in such Loan Documents for the convenience of reference only
and shall not constitute a part of the applicable Loan Documents for any
other purpose.

SECTION 9.11. JURY TRIAL WAIVER. THE LENDER AND THE BORROWER HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN
CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED
TO THIS AGREEMENT OR THE LOAN DOCUMENTS. NO OFFICER OF THE LENDER HAS
AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first
above written.

COMMUNITY BANKSHARES, INC.

By:________________________________

Title: _________________________

And:____________________________

Title: _________________________

SUNTRUST BANK, ATLANTA

By:________________________________

Title: _________________________

And:_______________________________

Title: _________________________

EXHIBIT A
---------

BANKS
-----

NAME OF INSTITUTION - STATE OF INCORPORATION
-----------------------------------------

1. Community Bank & Trust - Habersham, Georgia

2. Community Bank & Trust - Xxxxxxx, Xxxxxxx

3. Community Bank & Trust - Alabama Alabama

4. Community Bank & Trust - Xxxxx,Georgia

EXHIBIT B
---------

COLLATERAL
----------

50,000 shares of the capital stock of Community Bank & Trust -
Habersham more particularly described in the Amended and Restated
Stock Pledge and Security Agreement executed in connection herewith.

EXHIBIT C
---------

AMENDED AND RESTATED STOCK PLEDGE AND SECURITY AGREEMENT
--------------------------------------------------------

THIS AMENDED AND RESTATED STOCK PLEDGE AGREEMENT made and entered
into July _____, 1997 between COMMUNITY BANKSHARES, INC., a Georgia
corporation, having its principal place of business at 000 Xxxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxx 00000 ("Pledgor"), and SUNTRUST BANK,
ATLANTA, a Georgia banking corporation, having its principal place of
business in Atlanta, Georgia ("Bank"). This Amended and Restated
Stock Pledge and Security Agreement supersedes the Stock Pledge
Agreement between the parties dated January 10, 1996.

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Bank and Pledgor are parties to a Revolving Credit/Term
Loan Agreement dated January 10, 1996; and

WHEREAS, all obligations under the January 10, 1996 Revolving
Credit/Term Loan Agreement are secured by a Stock Pledge and Security
Agreement also dated January 10, 1996.

WHEREAS, pursuant to an Amended and Restated Revolving
Credit/Term Loan Agreement, dated of even date herewith (the "Loan
Agreement"), between Pledgor and the Bank, the Bank has agreed to
establish a Revolving Credit Loan ("Revolving Credit") to Pledgor, as
evidenced by the Promissory Note of the Pledgor evidencing the
obligation of the Pledgor under the Loan Agreement (the "Note") and
the parties have restated their Agreements with respect to a term loan
originally established under the January 10, 1996 Revolving
Credit/Term Loan Agreement ("Term Loan") as evidenced by that certain
Revolving Credit/Term Note dated January 10, 1996 ("Revolving
Credit/Term Note");

WHEREAS, Xxxxxxx desires to secure the due and punctual payment
of the Loan, and to secure the due and punctual performance under the
Loan Agreement;

NOW, THEREFORE, for Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:

1. SECURED OBLIGATIONS. This Stock Pledge and Security Agreement
(the "Stock Pledge Agreement") is given to secure (i) the due and
punctual payment and performance of the Pledgor's obligations under
the Revolving Credit, as evidenced by the Note, and Term Loan, as
evidenced by the Revolving Credit/Term Note, including all
indebtedness arising upon any extensions and renewals thereof; (ii)
the due and punctual payment and performance of Pledgor's obligations
under the Loan Agreement; and (iii) all other further indebtedness of
any amount which is now or may be hereafter owed by Pledgor to Bank,
whether individually or jointly with others not parties hereto and
whether direct or indirect, as maker, endorser, guarantor, surety, or
otherwise (collectively, or any portion thereof, the "Secured
Obligations").

2. PLEDGE AND SECURITY INTEREST.

a. Pledgor hereby pledges and grants to Bank a security interest
in 50,000 shares of the common stock of Community Bank & Trust -
Habersham (which shares shall be evidenced by the stock certificates
which Pledgor has contemporaneously herewith delivered to Bank), and
any additional shares hereafter at any time and from time to time
acquired by Pledgor together with all dividends, stock dividends,
stock splits, warrants, options, stock purchase rights, and all other
property at any time and from time to time distributed in respect of,
or in exchange for, or in substitution of, any and all of said shares,
and all proceeds thereof, whether now existing or at any time
hereafter acquired or issued (all of which shall be referred to herein
collectively as the "Stock Collateral"); provided, however, prior to
the occurrence of any Event of Default hereunder, Pledgor shall be
entitled to receive and retain all dividends of cash and noncash
property (other than stock dividends, stock splits, warrants, options,
and stock purchase rights), and such dividends shall not constitute
part of the Stock Collateral. Upon delivery to the Bank, any security
now or thereafter included in the Stock Collateral shall be
accompanied by executed stock powers in blank and by such other
documents or instruments as Bank may reasonably request. Each
delivery of certificates for such Stock Collateral shall be
accompanied by a schedule showing the number of shares and the numbers
of certificates theretofore and then being pledged hereunder, which
schedule shall be attached hereto and made a part hereof.

b. Upon the request of Bank, Xxxxxxx will execute such financing
statements and other documents, pay the cost of filing or recording
the same in all public offices deemed necessary or appropriate by
Bank, and do such other acts and things as Bank may from time to time
reasonably request, including delivery of the Stock Collateral to the
Bank, to establish and maintain a valid security interest in all the
Stock Collateral, free of all other liens and claims except those
expressly permitted or granted herein.

3. REPRESENTATIONS AND WARRANTIES. Pledgor hereby represents and
warrants to Bank as follows:

a. The stock certificate(s) identified in Section 2 hereof and
delivered to the Bank contemporaneously herewith are genuine and in
all respects what they purport to be;

b. Pledgor is the legal, registered owner of the Stock
Collateral and holds full and absolute beneficial title to the Stock
Collateral, free and clear of all liens, charges, encumbrances,
security interest, and voting trust restrictions of every kind and
nature;

c. That no consent or approval of any person, entity, or
government or regulatory authority is necessary to the validity of the
pledge contained in this Agreement, except such as have been obtained;

d. That Pledgor has full corporate power and authority to pledge
the Stock Collateral to Bank as security for the Secured Obligations,
and will defend its title thereto against the claims of all persons
whomsoever;

e. That Pledgor has granted to Bank a security interest in the
Stock Collateral which is at the time hereof valid and of first
priority under applicable law, and no financing statement, security
interest, or other lien or encumbrance covering the Stock Collateral
or its proceeds is outstanding or on file in any public office, except
any that may have been filed in favor of the Bank;

f. That Pledgor has revoked all proxies heretofore given and
covenants not to extend further proxies or powers of attorney with
respect to the Stock Collateral so long as this Stock Pledge Agreement
remains in full force and effect; and

g. That Pledgor has the full corporate power and authority to
enter into this Stock Pledge Agreement and to perform its obligations
hereunder, and this Stock Pledge Agreement constitutes the valid,
binding, and enforceable agreement of Pledgor, enforceable against it
in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, liquidation, reorganization, moratorium, or
other similar laws affecting the rights of creditors generally, and
except with respect to the applicability of general equitable
principles which may limit the availability of specific performance
or other equitable remedies.

4. REGISTRATION IN NOMINEE NAME; DENOMINATIONS. Bank shall have the
right (in its sole and absolute discretion) to have the stock
certificate(s) representing the Stock Collateral assigned in blank in
favor of Bank. Upon an Event of Default under this Stock Pledge
Agreement, Bank may have such Stock Collateral registered in the name
of Bank or any nominee or nominees of Bank. Bank shall at all times
have the right to exchange the stock certificate(s) representing the
Stock Collateral for stock certificate(s) of smaller or larger
denominations for any purpose consistent with its performance of this
Stock Pledge Agreement.

5. COVENANTS. So long as any of the Secured Obligations remain
unpaid or unperformed, Pledgor covenants and agrees with Bank as
follows:

a. Pledgor shall keep the Stock Collateral free from all
security interests, liens, levies, attachments, voting restrictions,
and all other encumbrances, except for the interest of Bank herein
granted;

b. Pledgor shall not assign, sell, transfer, deliver, or
otherwise dispose of any of the Stock Collateral or any interest
therein; and

c. Pledgor shall pay all taxes, assessments, and all other
charges of any nature which may be levied or assessed with respect to
the Stock Collateral; provided that Pledgor shall have the right to
contest in good faith any tax assessments or other charges.

d. Pledgor shall deliver to Bank, immediately upon Xxxxxxx's
receipt of same, any and all stock certificates representing the Stock
Collateral which Pledgor shall hereinafter acquire. The delivery of
such after acquired Stock Collateral to Bank shall be accompanied by a
Power of Attorney To Transfer Stock executed in blank in a form
promulgated by Bank and shall be deemed to be a reaffirmation by
Pledgor of all of the terms and provisions of this Stock Pledge
Agreement.

6. VOTING RIGHTS: DIVIDENDS, ETC.

a. Unless and until an Event of Default hereunder shall have
occurred:

(i) Pledgor shall be entitled to exercise any and all voting
and consensual rights and powers accruing to an owner of the Stock
Collateral or any part thereof for any purpose not inconsistent with
the terms of this Stock Pledge Agreement;

(ii) Pledgor shall be entitled to receive and retain any and
all cash dividends payable on the Stock Collateral. Any and all stock
or liquidating dividends, stock warrants, stock options, stock
purchase rights, other distribution in property, return of capital, or
distribution made on or in respect of the Stock Collateral, whether
resulting from a subdivision, combination, or reclassification of
capital stock or received in exchange for the Stock Collateral, or any
part thereof, or as a result of any merger,consolidation, acquisition,
or other exchange or assets shall be and become part of the Stock
Collateral pledged hereunder and, if received by Xxxxxxx,shall
forthwith and immediately be delivered to Bank to be held subject to
the terms of this Stock Pledge Agreement, except to the extent
permitted to be retained by Pledgor pursuant to Section 2 hereof; and

(iii) Bank shall execute and deliver to Pledgor, or cause to
be executed and delivered to Pledgor, as appropriate, all such
proxies, powers of attorney, and other instruments as Pledgor may
reasonably request for the purpose of enabling Pledgor to
exercise the voting and consensual rights and powers which it is
entitled to exercise pursuant to clause (i).

b. Upon the occurrence and during the continuance of any Event of
Default, and provided Bank has given Pledgor written notice of said
Event of
Default:

(i) Xxxxxxx agrees to deliver immediately to Bank any and all
cash, checks, drafts, items, or other instruments for the payment
of money which may be received after such default by Pledgor as
dividends or otherwise with respect to the Stock Collateral, duly
endorsed and assigned to Bank;

(ii) Xxxxxxx agrees to deliver to Bank immediately upon
Xxxxxxx's receipt thereof, any and all stock, stock dividends,
stock splits, warrants, and stock purchase rights received with
respect to any of the Stock Collateral, together with stock
powers duly executed in blank with respect to all stock and other
certificates evidencing same; and

(iii) All rights of Pledgor to exercise the voting and
consensual rights and powers which it is entitled to exercise
pursuant to Section 6(a)(i) hereof shall cease, and all such
rights shall thereupon become vested in Bank, which shall have
the sole and exclusive right and authority to exercise such
voting and consensual rights and powers.

7. PERFORMANCE OF XXXXXXX'S OBLIGATIONS. At its option, Bank may
(but shall not be obligated to) from time to time perform any
agreement of Pledgor hereunder which Pledgor shall fail to perform,
and may take any other reasonable action which Bank deems necessary
for the maintenance or preservation of the value of the Collateral or
its interest therein.

8. ATTORNEY-IN-FACT. Pledgor hereby irrevocably constitutes and
appoints Bank as Xxxxxxx's agent and attorney-in-fact, upon the
occurrence and continuance of an Event of Default, for the purposes of
carrying out the provisions of this Stock Pledge Agreement and taking
any action and executing any interest which Bank or Pledgor may deem
necessary or advisable to accomplish the purposes hereof. Without
limiting the generality of the foregoing, upon the occurrence and
continuance of an Event of Default, Bank shall have the right and
power upon notice to Pledgor to receive, endorse, and collect all
checks and other orders for the payment of money made payable to
Pledgor, representing any interest or dividend or other distribution
payable in respect of the Stock Collateral or any part thereof, and
give full discharge for the same. The foregoing power of attorney is
coupled with an interest and shall be terminated only upon payment in
full of the Secured Obligations.

9. EVENTS OF DEFAULT. An Event of Default shall occur under this
Stock Pledge Agreement upon the occurrence of any one or more of the
following events: (i) any Event of Default shall occur under, and as
defined in, the Loan Agreement; or (ii) upon the breach by Pledgor of
any of the covenants set forth herein and such breach remains uncured
for thirty (30) days after the earlier of its discovery by Pledgor or
written notice thereof to Pledgor by Bank; or (iii) upon default by
Pledgor in the performance or observance of any other of the
agreements, terms, or conditions herein contained, which default shall
not be fully cured within thirty (30) days after Pledgor receives
written notice thereof; or (iv) any of the representations or
warranties herein made by Pledgor shall prove to be false or
misleading in any material respect.

10. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event
of Default under this Stock Pledge Agreement, Bank may, in its sole
discretion and without further notice or demand, (i) declare all the
Secured Obligations to be immediately due and payable; (ii) proceed
immediately to exercise any and all of Bank's rights, powers, and
privileges with respect to the Stock Collateral, including, without
limitation, the right to sell or otherwise dispose of the Stock
Collateral or any part thereof at private or public sale, in such
manner as Bank shall deem reasonable; and (iii) exercise any other
right or remedy available to Bank under the applicable Uniform
Commercial Code or otherwise available by agreement or under federal
or state law. All rights and remedies herein specified are cumulative
and are in addition to such other rights and remedies as may be
available to Bank.

Bank shall act as the authorized agent and attorney-in-fact of
Pledgor in disposing of the Stock Collateral, and in that capacity is
authorized to take such action on behalf of Pledgor as will further
such a disposition, including, without limitation, any necessary
endorsement or signature in its own name. Pledgor expressly
acknowledges that compliance with federal or state securities and
other laws may limit the disposition of the Stock Collateral by Bank.
No disposition of the Stock Collateral by Bank upon an Event of
Default shall be deemed to be a breach of any duty to Pledgor or to be
commercially unreasonable because a better sales price might have been
attained through an alternative disposition, if Bank in good faith has
determined that the alternative disposition might constitute a
violation of state or federal laws. Without limiting the generality
of the foregoing, Bank may at any sale of the Stock Collateral
restrict the prospective bidders or purchasers of the Stock Collateral
to persons who will represent and agree that they are purchasing the
Stock Collateral for their own account for investment, and not with a
view to distribution or sale. Any purchaser at a sale conducted
pursuant to the terms of this Stock Pledge Agreement shall hold the
property sold absolutely, free from any claim or right on the part of
Pledgor, and Pledgor hereby waives any right of redemption, stay, or
appraisal under present or future law. Each and every purchaser of
any of the Stock Collateral shall be vested with all shareholder's
rights provided by the stock purchased, including, without limitation,
all voting and dividend rights. Pledgor agrees that Bank may purchase
the Stock Collateral or any part thereof at any sale. Any requirement
imposed by law regarding the giving to Pledgor of prior notice of any
sale or other disposition of the Stock Collateral shall be deemed
reasonable if given by Bank in writing at least ten (10) days prior to
such sale or other disposition specifying the time and place thereof.

11. APPLICATION OF PROCEEDS. The proceeds derived from a disposition
of the Stock Collateral shall be applied toward payment of the Secured
Obligations, in such order of application as Bank may from time to
time elect, and any remaining balance shall be paid to Pledgor.

12. TERM OF AGREEMENT. This Stock Pledge Agreement shall terminate
upon payment in full of the Secured Obligations, at which time Bank
shall reassign and deliver to Pledgor, or to such person or persons as
Pledgor may in writing designate, against receipt, any Stock
Collateral still held by Bank, together with appropriate instruments
of reassignment and release. Such reassignment shall be without
recourse upon or warranty by Bank.

13. SECURITIES. In view of the position of Pledgor in relation to
the Stock Collateral, or because of other present or future
circumstances, a question may arise under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, as now
or hereafter in effect, or any similar statute hereafter enacted
analogous in purpose or effect (such Act and any such similar statute
as from time to time in effect being hereinafter called the "Federal
Securities Laws") with respect to any disposition of the Stock
Collateral permitted hereunder. Pledgor understands that compliance
with the Federal Securities Laws may very strictly limit the course of
conduct of Bank if Bank were to attempt to dispose of all or any part
of the Stock Collateral and may also limit the extent to which or the
manner in which any subsequent transferee of any Stock Collateral may
dispose of the same. Similarly, there may be other legal restrictions
or limitations affecting Bank in any attempt to dispose of all or any
part of the Stock Collateral under applicable Blue Sky or other state
securities laws or similar laws analogous in purpose or effect. Under
applicable law, in the absence of an agreement to the contrary, Bank
may perhaps be held to have certain general duties and obligations to
Pledgor to make some effort towards obtaining a fair price even though
the Secured Obligations and other obligations may be discharged or
reduced by the proceeds of a sale at a lesser price. Pledgor clearly
understands that Bank is not to have any such general duty and
obligation to Pledgor, and Pledgor will not attempt to hold Bank
responsible for selling all or any part of the Stock Collateral at an
inadequate price even if Bank shall accept the first offer received or
does not approach more than one possible purchaser, provided Bank acts
in a commercially reasonable manner. Without limiting the generality
of the foregoing, the provisions of this paragraph would apply if, for
example, Bank were to place all or any part of the Stock Collateral
for sale by an investment banking firm, or if such investment banking
firm purchased all or any part of the Stock Collateral for its own
account or if Bank placed all or any part of the Stock Collateral with
a purchaser or purchasers. The provisions of this paragraph will
apply notwithstanding the existence of a public or private market upon
which the quotations or sale prices may exceed substantially the price
at which Bank sells.

14. MISCELLANEOUS.

a. NOTICES. All notices and other communications to Pledgor
under this Stock Pledge Agreement shall be deemed to have been
effectively given when delivered in person to Pledgor or five (5) days
after sending thereof, by first class U.S. Mail, postage prepaid, to
the following address:

If to Pledgor:

Community Bankshares, Inc.
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxxxx
Executive Vice President and
Chief Financial Officer

If to Bank:

SunTrust Bank, Atlanta
00 Xxxx Xxxxx
Mail Code: 121
Atlanta, Georgia 30303
Attention: Xxx Xxxxxxxx

or to such other address as Pledgor has notified Bank in writing to be
the appropriate address for the sending of notices under this Stock
Pledge Agreement.

b. SURVIVAL. All representations, warranties, covenants, and
agreements herein contained shall survive the execution and delivery
of this Stock Pledge Agreement.

c. NO WAIVER. No failure on the part of Bank to exercise, and
no delay in exercising, any right, power, or remedy granted hereunder,
or available at law, in equity, or otherwise, shall operate as a
waiver thereof, nor shall any single or partial exercise of any such
right, power, or remedy by Bank preclude any other or further
exercise thereof, or the exercise of any other right, power, or
remedy.

d. ENTIRE AGREEMENT. This Stock Pledge Agreement, the Loan
Agreement, and the Loan Documents (as defined in the Loan Agreement)
contain the entire agreement between the parties with respect to the
pledge of and security interest in the Stock Collateral and supersede
any prior agreements or understandings.

e. AMENDMENTS. This Stock Pledge Agreement may be amended only
by written agreement between the parties hereto.

f. TIME OF ESSENCE. Time is of the essence under this Stock
Pledge Agreement.

g. GOVERNING LAW. This Stock Pledge Agreement and the
construction and enforcement hereof shall be governed in all respects
by the laws of the State of Georgia and the applicable laws of the
United States of America.

h. SUCCESSORS AND ASSIGNS. This Stock Pledge Agreement shall be
binding upon, and shall inure to the benefit of, the parties hereto
and their respective heirs, administrators, legal representatives,
successors, and assigns, except that Pledgor shall not be permitted
to assign its obligations under this Agreement or any interest herein
or otherwise pledge, encumber, or grant any options with respect to
all or any of the cash, securities, certificates, instruments, or
other property held as Stock Collateral under this Stock Pledge
Agreement.

i. SEVERABILITY. If any provision of this Stock Pledge
Agreement or any portion thereof shall be invalid or unenforceable
under applicable law, such part shall be ineffective to the extent of
such invalidity or unenforceability only, without in any way affecting
the remaining parts of such provision or other remaining provisions.

j. FURTHER ASSURANCES. Xxxxxxx agrees to do such further acts,
and to execute and deliver such additional conveyances, assignments,
agreements, and instruments as Bank may at any time request in
connection with the administration and enforcement of this Stock
Pledge Agreement or relative to the Stock Collateral or any part
thereof, or in order better to assure and confirm to Bank its rights,
powers, and remedies hereunder.

k. EXECUTION IN COUNTERPARTS. This Stock Pledge Agreement may
be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which, taken together, shall
constitute one and the same instrument.

l. HEADINGS AND CAPITALIZED TERMS. The descriptive headings of
the several paragraphs are for convenience only and are not to affect
the construction of or to be taken into consideration in interpreting
this Stock Pledge Agreement. Capitalized terms used herein and not
otherwise defined shall have the meanings described to them in the
Loan Agreement.

IN WITNESS WHEREOF, Pledgor and Bank have caused this Stock Pledge
Agreement to be duly executed and delivered under hand and seal, as of
the day and year first above written.

COMMUNITY BANKSHARES, INC.

By:__________________________________
Title: __________________________

And:_________________________________
Title: __________________________

SUNTRUST BANK, ATLANTA

By:__________________________________
Title: __________________________

And:_________________________________
Title: __________________________

EXHIBIT D
---------

REVOLVING CREDIT/TERM NOTE
---------------------------

$3,000,000 January 10, 1996
Atlanta, Georgia

FOR VALUE RECEIVED, the undersigned, Community Bankshares, Inc.,
a Georgia corporation (the "Borrower"), hereby promises to pay to the
order of SUNTRUST BANK, ATLANTA (the "Bank"), at its Principal Office
located at 00 Xxxx Xxxxx, Xxxxxxx, Xxxxxxx the principal amount of
THREE MILLION DOLLARS ($3,000,000) or so much thereof as may from time
to time be disbursed hereunder and be outstanding, as set forth in the
records of the Bank, plus all accrued and unpaid interest herein in
lawful money of the United States and in immediately available funds.
Interest shall accrue on advances under the Revolving Credit and shall
be payable in accordance with the terms of the Loan Agreement (as
defined below). Effective as of the Revolving Maturity Date, the
original principal balance of the Term Loan shall be repaid in sixteen
(16) quarterly installments beginning March 31, 1997, and continuing
on the last day of each calendar quarter thereafter; provided,
however, that the last such installment on December 31, 2000, shall be
in the amount necessary to repay in full the unpaid amount of this
Note, and to pay accrued but unpaid interest on the unpaid principal
amount of this Note from the date of this Note until such principal
amount becomes due (computed on the basis of a year of three hundred
sixty (360) days for the actual number of days elapsed) at a rate per
annum selected by the Borrower in accordance with the Loan Agreement,
payable on the last day of each calendar quarter commencing March 31,
1997, and at maturity. Any amount of principal hereof which is not
paid when due (giving effect to any applicable grace period), whether
at stated maturity, by acceleration, or otherwise, shall bear interest
from the date when due until said principal amount is paid in full,
payable on demand, at a rate per annum which shall be two percent
(2%) above the rate which would otherwise be applicable. Any change
in the interest rate resulting from a change in the Prime Rate shall
be effective at the beginning of the day on which such change in the
Prime Rate shall become effective.

If any installment of this Note becomes due and payable on a day
other than a Business Day, the maturity thereof shall be extended to
the next succeeding Business Day, and interest shall be payable
thereon at the rate herein specified during such extension.

This Note is the Note referred to in, and is entitled to the
benefits of, the Revolving Credit/Term Loan Agreement, dated as of
January 10, 1996, between the Borrower and the Bank (the "Loan
Agreement"). Terms used herein which are defined in the Loan
Agreement shall have their defined meanings when used herein. The
Loan Agreement, among other things, contains provisions for
acceleration of the maturity of this Note upon the happening of
certain stated events and also for prepayments on account of principal
hereof prior to the maturity of this Note upon the terms and
conditions specified in the Loan Agreement. This Note is secured by a
Security Agreement referred to in the Loan Agreement, reference to
which is hereby made for a description of the collateral provided for
under the Security Agreement and the rights of the Borrower and the
Bank with respect to such collateral.

In addition to and not in limitation of the foregoing and the
provisions of the Loan Agreement, the Borrower further agrees to pay
all expenses of collection, including reasonable attorneys' fees, if
this Note shall be collected by law or through an attorney at law, or
in bankruptcy, receivership, or other court proceedings.

TIME IS OF THE ESSENCE UNDER THIS NOTE. This Note has been
delivered in Atlanta, Georgia, and shall be governed by and construed
under the laws of Georgia.

PRESENTMENT, PROTEST, AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY
THE BORROWER.

IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed and delivered by its duly authorized officer as of the date
first above written.

COMMUNITY BANKSHARES, INC.

By:________________________________
Title:_____________________________

And:_______________________________
Title:_____________________________
(CORPORATE SEAL)

OFFICER'S CERTIFICATE
---------------------

The undersigned certifies that he is of Community Bankshares,
Inc. (the "Company") and that as such he is familiar with the business
and affairs of the Company and is authorized to execute this
Certificate on behalf of the Company, and, with reference to the
Amended and Restated Revolving Credit/Term Loan Agreement (the "Loan
Agreement") dated June 21, 1997, between the Company and SunTrust
Bank, Atlanta, that he duly has made such investigations as were
necessary for the provision of this Certificate and the
certifications, representations, and warranties contained herein and
that he hereby further certifies, represents, and warrants as follows:

1. That the representations and warranties of the Company
contained in Article IV of the Loan Agreement and otherwise made in
writing by or on behalf of the Company in connection with the
transactions contemplated by the Loan Agreement, and the schedules and
exhibits attached to the Loan Agreement, are true and correct on and
as of the date hereof; and

2. That the Company has performed and complied with all
agreements and conditions contained in the Loan Agreement required to
be performed or complied with by it, and that on and as of the date
hereof no condition or lapse of time, or both, will constitute an
Event of Default as defined in Article VIII of the Loan Agreement.

3. That neither the execution, delivery, and performance of
the Loan Agreement or of the Note nor fulfillment of or compliance
with the terms and provisions thereof will conflict with, or result in
a breach of, the terms, conditions, or provisions of or constitute a
default under, or result in any violation of, any other agreement to
which the Company or any of its Subsidiaries is subject. Neither the
Company nor any Subsidiary is a party to, or otherwise subject to any
provision contained in, any instrument evidencing indebtedness of the
Company or such Subsidiary, any agreement relating thereto, or any
other contract or agreement which limits the amount of, or otherwise
imposes restrictions on the incurring of the type of debt to be
evidenced by the Note.

4. That there has been no material adverse change in the
assets, liabilities, financial positions, operations or business
prospects of Borrower since December 31, 1996.

Capitalized terms not otherwise defined herein are defined
as set forth in the Loan Agreement.

WITNESS the seal of the Company and the signature of the
undersigned, as of this 21 day of JULY, 1997.

By:_________________________________
Title: __________________________

EXHIBIT G
---------

SCHEDULE OF LITIGATION
----------------------

None.

EXHIBIT H
---------

SCHEDULE OF REAL ESTATE OWNED
-----------------------------

COMMUNITY BANKSHARES
FIXED ASSET SCHEDULE

CURRENT BOOK VALUE
BUILDINGS LAND TOTAL

HABERSHAM

0 Xxxxx Xx., Xxxxxxxx (branch office) 58,246 0 58,246
000 Xxxxx Xxxx Xx., Xxxxxxxx (main office) 274,974 145,307 420,281
000 X. Xxxx Xx., Xxxxxxxx (operations center) 349,390 0 349,390
000 X. Xxxxxxxxxx Xx., Xxxxxxxxxxxx (branch office) 138,439 50,652 189,091
000 X. Xxxx Xx., Xxxxxxxx (future expansion) 130,500 0 130 ,000
Xxx. 000 By-Pass, Cornelia (ATM property) 0 75,424 00,000
Xxx. 000 X., Xxxxxxxx (unimproved property) 0 242,372 242,372
Habersham Total Buildings and Land 1,465,304

XXXXXXX

00 X. Xxx Xxxxxx, Xxxxxxxx (main office) 585,145 2,500 587,645

XXXXX

000 Xxxxx Xx., XxXxxxxx (main office) 408,407 405,650 814,057

ALABAMA

000 X. Xxxxxx Xx., Xxxxx Xxxxxxx (main office) 512,175 65,196 577,371

EXHIBIT J
---------

PERMITTED LIENS
---------------

None

EXHIBIT K
---------

PERMITTED DEBT
--------------

NONE

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AMENDED AND RESTATED REVOLVING CREDIT/TERM LOAN AGREEMENT By and Between COMMUNITY BANKSHARES, INC. and SUNTRUST BANK, ATLANTA Dated: July 21, 1997 TABLE OF CONTENTS ----------------- ARTICLE I DEFINITIONS AND ACCOUNTING TERMS . . . . . . . . . . . ....

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