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                                                                    Exhibit 10-1



         This   Amended and Restated   Agreement   (as amended and   restated,   this
"Agreement") is entered into as of the 7th day of December, 2007, by and between
COMMUNITY    BANKSHARES,    INC.   (the   "Company"),    and   SAMUEL   L.   ERWIN   (the


         A. The Company and the Employee entered into an Employment Agreement as
of January 1, 2005 (the "Original Agreement").

         B. The Company   wishes to continue to employ   Employee as an   executive
officer and to assure the Employee's   continued employment with the Company, and
the Employee has agreed to continue to accept such employment.

         C. The Company and the Employee   continue to mutually desire that their
employment   relationship   be set forth   under the terms of a written   employment

         D. The Company and the Employee desire to amend the Original   Agreement
in compliance   with Internal   Revenue Code Section 409A and   associated   federal

         In   consideration   of the   foregoing   and of the   promises   and   mutual
agreements   set forth   below,   and other good and   valuable   consideration,   the
receipt and sufficiency of which are hereby acknowledged,   the parties hereto do
hereby agree to amend and restate the Original Agreement as follows:

         1.   Employment.   The   Company   agrees to employ the   Employee,   and the
Employee agrees to accept employment and to serve the Company,   on the terms and
conditions set forth herein.

          2. Term of   Employment.   The employment of the Employee by the Company,
as   provided   under   Section   1,   commenced   on January 1, 2005 and shall end on
January 1, 2008 (the "Term of   Employment")   unless further   extended in writing
with express   reference to this   Agreement or sooner   terminated as   hereinafter
provided.   Commencing   on   January   1,   2008,   and on   each   annual   anniversary
thereafter,   the Term of   Employment   shall   automatically   be   extended   for an
additional year unless 90 days prior to the anniversary the Company gives notice
to the Employee   that the Term of   Employment   will not be   extended.   Except as
otherwise provided expressly herein, the provisions of this Agreement related to
Employee's   employment   will not apply after the Term of Employment   has expired
and any continuing employment of the Employee thereafter will be at-will and not
subject to the terms and conditions of this Agreement.


         3. Position and Duties.   The Employee shall serve on a full-time   basis
as Chief   Executive   Officer of the Company and shall have the   authority and be
responsible   for all duties and   responsibilities   as set forth in Appendix A to
this Agreement and shall assume such additional   responsibilities   and authority
as may from time to time be   assigned   to him by the Board of   Directors   of the
Company.   The Employee shall perform his responsibilities and duties in the best
interests of the Company.

         4. Place of Performance.   In connection with the Employee's   employment
hereunder,   the Employee   shall be based   initially at the   Company's   corporate
headquarters located in Orangeburg, South Carolina, subject to reasonable travel
or   relocation   as   necessary   to carry out the   business of the Company and his
duties hereunder.

         5.   Compensation   and   Benefits.   In   consideration   of the   Employee's
performance of his duties hereunder, the Company shall provide the Employee with
the following compensation and benefits during the Term of Employment hereunder.

                  a. Base Salary.   During   2007,   Employee   shall   receive a per
         annum base   salary of   $204,250.00;   and during   2008,   Employee   shall
         receive a per annum base salary of   $219,570.00.   After the first three
          years of his employment,   and during the Term of Employment   under this
         Agreement,   the Company's Board of Directors   periodically   will review
         and may increase (but not decrease)   the   Employee's   base salary rate,
         all in accordance with the Company's salary administration policies and
         procedures   in effect   from time to time,   and each   change in the base
         salary   amount   listed in this Section shall become the new base salary
         amount.   Base salary shall be payable in equal   installments in arrears
         on the last day of the month or on such other   payroll   schedule   as is
         used by the Company   for other   employees.   The   Company   shall have no
         obligation   to   increase   the   Employee's    base   salary   rate   at   any
         particular   time or in any   particular   amount,   and any such   increase
         shall be in the sole and absolute   discretion of the Board of Directors
         of the Company.

                  b. Bonus and Incentive   Compensation.   For 2007,   the Employee
         shall be eligible for a potential maximum bonus of $45,750.00;   and for
         2008, the Employee   shall be eligible for a potential   maximum bonus of
         $55, 430.00. The eligibility criteria for such bonuses are set forth in
         Appendix   B hereto.   After his first   three   years of   employment,   the
         Company   shall pay to the   Employee   with   respect   to each   subsequent
         fiscal year during the Term of Employment   hereunder,   such cash bonus,
         if any, as shall be determined   pursuant to a bonus plan adopted by the
         Board of Directors of the Company for key   employees.   Any such bonuses
         shall be paid on the 15th day of the third month   following   the end of
         the   calendar   year in which   such bonus is earned.   In   addition,   and
         without diminution of any other compensation or benefit provided for in
         this    Agreement,    the   Employee   may   be   given   the   opportunity   to
          participate in other incentive   compensation   plans that may be adopted
         by the Company,   which participation   opportunity may be offered to the
         Employee   in the   sole   discretion   of the   Board of   Directors   of the


                  c. Stock Options.   The Company has   previously   granted to the
         Employee   pursuant to the Original   Agreement   nonqualified   options to
         purchase   30,000   shares of the Company's   common   stock.   The exercise
         price of all of the   options is equal to the fair   market   value of the
         Company's   common stock on the dates of grant, as determined   under the
         Company's 1997 Stock Option Plan. Each set of options vested upon grant
         and shall be exercisable   for a period of five years after the dates of

                  d.   Automobile   Allowance.    The   Company   shall   provide   the
         Employee with a $9,000.00 annual automobile allowance.

                  e. Life Insurance. The Company shall provide the Employee with
         one or more life insurance   policies   insuring the life of the Employee
         with an aggregate   death   benefit of at least   $1,000,000   payable to a
         beneficiary   or   beneficiaries   designated   by the   Employee   or to the
         estate of the Employee.   Employee   shall   cooperate with the Company in
         obtaining such policy or policies.

                  f.   Country   Club and Civic Club Dues.   The Company   shall pay
         reasonable dues on behalf of the Employee for one country club approved
         by the   Compensation   Committee   of the Board and shall pay   reasonable
         dues for civic   organizations   to which the   Employee   belongs   for the
         benefit of the Company and which have been approved by the Compensation
         Committee of the Board.

                  g. Deferred   Compensation.   The Employee   shall be entitled to
         participate   in the   Company's   401(k) Plan and the Company shall match
         100% of the first 3% of salary that the Employee defers each year.

                  h. Health and Dental   Insurance.   The Company will provide the
         Employee with health and dental insurance coverage on the same basis as
         such coverage is provided for other executive officers of the Company.

                  i. Expenses.   The Company shall reimburse the Employee for all
         proper and reasonable   out-of-pocket   expenses incurred by the Employee
         in his performance of services   hereunder,   including all such expenses
         of travel and living   expense   while away from home on   business of the
         Company and mileage for   out-of-town   business   use of his   automobile,
          provided    that   such   expenses   are   incurred   and   accounted   for   in
         accordance with the regular policies and procedures   established by the
         Company from time to time.

                  j.   Vacations.   The Employee   shall be entitled to 15 vacation
         days in each calendar year, as well as to all paid holidays provided by
         the Company to its employees.   The Employee will not be entitled to any
         additional pay for unused vacation.

                  k. Moving Expenses.   The Company shall either pay directly, or
         reimburse the Employee for, reasonable expenses of moving his residence
         to Orangeburg, South Carolina.


                  l. Other Benefits.   The Employee shall be entitled to share in
         any other employee   benefits   generally   provided by the Company to its
         most highly ranking executives for so long as the Company provides such
         benefits.   The Employee   shall also be entitled to   participate   in all
         other benefits accorded generally to Company employees.

         6. Compensation and Benefits in the Event of Termination.   In the event
of the   termination   of the   Employee's   employment   by   the   Company   or by the
Employee during the term of this Agreement,   compensation   and benefits shall be
paid as set forth below.

                  a. Definitions.   For purposes of this Agreement, the following
         terms shall have the meanings indicated:

                            (i) "Cause" shall mean:

                                    (A) the breach by Employee   of any   material
                           provision of this   Agreement,   provided   that Company
                           gives the Employee   written notice of such breach and
                           such   breach is not   cured   within   thirty   (30) days

                                    (B) the willful and continued failure by the
                            Employee to   substantially   perform his duties   under
                           this Agreement   (other than the Employee's   inability
                           to perform, with or without reasonable accommodation,
                           resulting   from his   incapacity   due to   physical   or
                           mental   illness   or   impairment),   after a demand for
                           substantial   performance   is   delivered to him by the
                           Company,   which demand   specifically   identifies   the
                           manner in which the   Employee   is alleged to have not
                           substantially performed his duties;

                                    (C) the willful   engaging by the Employee in
                           misconduct (criminal,   immoral or otherwise) which is
                           materially injurious to the Company, its subsidiaries
                           or     their     respective     officers,      directors,
                            shareholders,   employees, or customers, monetarily or

                                    (D) the Employee's conviction of a felony;

                                    (E)   the   commission   in the   course   of the
                           Employee's    employment    of    an    act    of    fr  

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