SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                    of the Securities Exchange Act of 1934.
                                (Amendment No. )

Filed by the  Registrant  [X]
Filed by a Party other than the  Registrant  [ ]
Check the appropriate box:
[ ]   Preliminary Proxy Statement
[ ]   Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2)
[X]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant to Section 240.14a-12

                           COMMUNITY BANKSHARES, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)



--------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]   No Fee Required.
[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     1)   Title of each class of securities to which transaction applies:

          ----------------------------------------------------------------------

     2)   Aggregate number of securities to which transaction applies:

          ----------------------------------------------------------------------

     3)   Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange Act Rule 0-11:

          ----------------------------------------------------------------------

      4)    Proposed maximum aggregate value of transaction:

          ----------------------------------------------------------------------

      5)    Total fee paid

          ----------------------------------------------------------------------

[ ]   Fee paid previously with preliminary materials

[ ]   Check box if any part of the fee is offset as  provided  by  Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

      1)    Amount Previously Paid:
                                    --------------------------------------------
      2)    Form, Schedule or Registration Statement No.:
                                                         -----------------------
      3)    Filing Party:
                          ------------------------------------------------------
      4)    Date Filed:
                        --------------------------------------------------------


                                       1


                           COMMUNITY BANKSHARES, INC.
                              791 Broughton Street
                              Post Office Box 2086
                        Orangeburg, South Carolina 29115


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             To be held May 19, 2003


TO THE SHAREHOLDERS:

      Notice is hereby given that the Annual  Meeting of the  Shareholders  (the
"Annual Meeting") of Community  Bankshares,  Inc., a South Carolina  corporation
(the "Company"), will be held at Orangeburg National Bank, 791 Broughton Street,
Orangeburg,  South  Carolina  at 3:00 p.m.,  on Monday,  May 19,  2003,  for the
following purposes:

     (1)  To elect five directors to each serve three-year term, one director to
          serve a two-year term, and one director to serve a one-year term; and

     (2)  To transact such other business as may properly come before the Annual
          Meeting or any adjournment thereof.

      Only  record  holders  of  Common  Stock of the  Company  at the  close of
business on April 1, 2003,  are  entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof.

      You are  cordially  invited  and urged to attend  the  Annual  Meeting  in
person.  WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON,  PLEASE
COMPLETE,  DATE,  SIGN AND PROMPTLY  RETURN THE ENCLOSED  PROXY IN THE ENCLOSED,
SELF-ADDRESSED,  STAMPED  ENVELOPE.  IF YOU NEED  ASSISTANCE IN COMPLETING  YOUR
PROXY,  PLEASE CALL THE COMPANY AT (803) 535-1060 or (888) 329-1060.  IF YOU ARE
THE RECORD  OWNER OF YOUR  SHARES AND  ATTEND THE ANNUAL  MEETING  AND DESIRE TO
REVOKE YOUR PROXY AND VOTE IN PERSON YOU MAY DO SO. IN ANY EVENT, A PROXY MAY BE
REVOKED BY THE RECORD OWNER OF SHARES AT ANY TIME BEFORE IT IS EXERCISED.

      THE  COMPANY'S  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  A VOTE  FOR
APPROVAL OF ALL THE PROPOSALS PRESENTED.

                                            By Order of the Board of Directors



                                            William W. Traynham
                                            President

Orangeburg, South Carolina
April 15, 2003






                           Community Bankshares, Inc.
                              791 Broughton Street
                              Post Office Box 2086
                        Orangeburg, South Carolina 29115


                                 PROXY STATEMENT
                     FOR THE ANNUAL MEETING OF SHAREHOLDERS
                             to be Held May 19, 2003

                -------------------------------------------------


      This Proxy Statement is furnished to shareholders of Community Bankshares,
Inc.,  a South  Carolina  corporation  (herein,  unless  the  context  otherwise
requires, together with its subsidiaries, the "Company"), in connection with the
solicitation  of  proxies by the  Company's  Board of  Directors  for use at the
Annual  Meeting of  Shareholders  to be held at Orangeburg  National  Bank,  791
Broughton  Street,  Orangeburg,  South Carolina at 3:00 p.m. on Monday,  May 19,
2003, or any adjournment  thereof (the "Annual  Meeting"),  for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders.

      Solicitation  of proxies  may be made in person or by mail,  telephone  or
other  electronic  means by  directors,  officers  and regular  employees of the
Company.  The  Company  may  also ask  banking  institutions,  brokerage  firms,
custodians,  nominees and fiduciaries to forward  solicitation  materials to the
beneficial owners of Common Stock of the Company held of record by such persons,
and the Company will reimburse the reasonable  forwarding expenses.  The cost of
solicitation  of proxies will be paid by the Company.  This Proxy  Statement was
first mailed to shareholders on or about April 15, 2003.

      The  Company's  principal  executive  offices are located at 791 Broughton
Street,  Orangeburg,  South Carolina 29115.  The Company's  telephone  number is
(803) 535-1060 or (888) 329-1060.

                                  ANNUAL REPORT

      The Annual Report on Form 10-K  covering the  Company's  fiscal year ended
December 31, 2002,  including  financial  statements,  constitutes the Company's
Annual Report to Shareholders and is included (without exhibits) with this Proxy
Statement.  Such  Annual  Report  does not form  any  part of the  material  for
solicitation of proxies.

                               REVOCATION OF PROXY

      Any record  shareholder who returns the accompanying proxy may revoke such
proxy at any time  prior to its  exercise  (a) by giving  written  notice to the
Company of such  revocation,  (b) by voting in person at the meeting,  or (c) by
executing and  delivering to the Company a later dated proxy.  Attendance at the
Annual Meeting will not in itself constitute  revocation of a proxy. Any written
notice or proxy revoking a proxy should be sent to Community  Bankshares,  Inc.,
791 Broughton Street,  Orangeburg,  South Carolina 29115, Attention:  William W.
Traynham,  President.  Written notice of revocation or delivery of a later dated
proxy will be effective upon receipt thereof by the Company.

                                QUORUM AND VOTING

      The  Company's  only  voting  security  is its no par value  Common  Stock
("Common Stock"), each share of which entitles the holder thereof to one vote on
each matter to come before the Annual Meeting. At the close of business on April
1, 2003 (the "Record Date"),  the Company had issued and  outstanding  4,304,384
shares of Common  Stock,  which  were  held of  record  by  approximately  2,087
persons. Only shareholders of record at the close of business on the Record Date
are  entitled  to notice of and to vote on matters  that come  before the Annual
Meeting.  Notwithstanding  the Record Date specified  above, the Company's stock
transfer  books  will not be  closed  and  shares  of the  Common  Stock  may be


                                       1


transferred  subsequent to the Record Date.  However,  all votes must be cast in
the names of holders of record on the Record Date.

      The  presence  in person or by proxy of the  holders of  one-third  of the
outstanding  shares of Common  Stock  entitled to vote at the Annual  Meeting is
necessary  to  constitute  a  quorum  at  the  Annual  Meeting.  If a  share  is
represented  for any  purpose  at the  Annual  Meeting  by the  presence  of the
registered owner or a person holding a valid proxy for the registered  owner, it
is deemed to be present for the purposes of  establishing  a quorum.  Therefore,
valid proxies which are marked "Abstain" or "Withhold" or as to which no vote is
marked,  including  proxies  submitted by brokers that are the record  owners of
shares  (so-called  "broker  non-votes"),  will be included in  determining  the
number of votes present or represented at the Annual Meeting. If a quorum is not
present or  represented  at the  meeting,  the  shareholders  entitled  to vote,
present in person or represented by proxy, have the power to adjourn the meeting
from time to time,  without  notice other than an  announcement  at the meeting,
until a quorum is  present  or  represented.  Directors,  officers  and  regular
employees  of the  Company may solicit  proxies  for the  reconvened  meeting in
person or by mail,  telephone or other electronic  means. At any such reconvened
meeting  at which a quorum  is  present  or  represented,  any  business  may be
transacted that might have been transacted at the meeting as originally noticed.

      If a quorum is  present  at the  meeting,  directors  will be elected by a
plurality  of the  votes  cast by shares  present  and  entitled  to vote at the
meeting. Votes that are withheld or shares that are not voted in the election of
directors  will  have  no  effect  on the  outcome  of  election  of  directors.
Cumulative voting will not be permitted.

      If a quorum is present,  all other  matters  which may be  considered  and
acted upon by the holders of Common Stock at the Annual Meeting will be approved
if the votes  cast in favor of the  proposal  at the Annual  Meeting  exceed the
votes cast against the proposal.

                       ACTIONS TO BE TAKEN BY THE PROXIES

      If the shareholder  appropriately  specifies how the proxy is to be voted,
it will be voted in accordance  with the  shareholder's  specifications.  If the
shareholder  does not  specify  how the proxy is to be voted,  the proxy will be
voted "FOR" the  election of the persons  named in this Proxy  Statement  as the
Board of Directors'  nominees for election to the Board of Directors.  As to any
other matter of business which may be brought before the Annual Meeting,  a vote
may be cast  pursuant  to the  accompanying  proxy in  accordance  with the best
judgment of the persons  voting the same,  but the Board of  Directors  does not
know of any such other business.

                              SHAREHOLDER PROPOSALS

      Any shareholder of the Company who wishes to present a proposal for action
at the 2004 Annual  Meeting of  Shareholders  must  deliver the  proposal to the
executive  offices of the  Company,  791  Broughton  Street,  Orangeburg,  South
Carolina 29115, Attention:  William W. Traynham,  President. Any shareholder who
wishes for the Company to include any such  proposal in its proxy  statement and
form of proxy for the 2003  Annual  Meeting of  Shareholders  must  deliver  the
proposal to the executive offices of the Company to Mr. Traynham's  attention no
later than December 16, 2003. If any shareholder proposal is not received by Mr.
Traynham by March 1, 2004,  proxies  solicited by management of the Company will
be voted on the proposal in the discretion of the designated proxy agents.  Only
proper  proposals  that are timely  received  will be included in the  Company's
proxy statement and proxy.




                                       2


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following  table  sets  forth,  as of March 1,  2003,  the number and
percentage of  outstanding  shares  beneficially  owned by (i) each director and
director  nominee  of the  Company,  (ii)  each  person  named  in  the  Summary
Compensation  Table,  and (iii) all  executive  officers  and  directors  of the
Company as a group. No person is known by the Company to own more than 5% of the
outstanding Common Stock.



                                                                                     Number of              % of
                                                                                       Shares              Common
                                          Position in the Company                   Beneficially            Stock
 Name                                          and the Banks*                           Owned             Ownership**
 ----                                          --------------                           -----             -----------
                                                                                                 
E. J. Ayers, Jr.                  Director CBI, ONB, SNB, FNB, BR and CRM,          91,250    (1)          2.11%
                                 Chairman CRM, Chairman and Chief Executive
                                               Officer of CBI
Alvis J. Bynum                              Director CBI and SNB                    32,685    (2)             **
Martha Rose C. Carson                       Director CBI and ONB                    66,190    (3)          1.53%
Anna O. Dantzler                            Director CBI and ONB                    99,500    (4)          2.31%
A. Wade Douroux                  Director CBI and CRM, President and Chief          66,818    (5)          1.55%
                                          Executive Officer of CRM
Thomas B. Edmunds                           Director CBI and BR                     20,000    (6)             **
J. M. Guthrie                      Director CBI and ONB, Chairman of ONB,          167,750    (7)          3.89%
                                    Chairman Executive Committee of CBI

William A. Harwell                Director CBI and BR, President and Chief          41,602    (8)             **
                                          Executive Officer of BR
Richard L. Havekost                         Director CBI and FNB                    12,450    (9)             **
Phil P. Leventis                   Director CBI and SNB, Chairman of SNB            44,181   (10)          1.02%
Jesse A. Nance                   Director CBI and FNB, President and Chief          15,701   (11)             **
                                          Executive Officer of FNB
J. V. Nicholson, Jr.                  Director CBI and Chairman of BR              135,000   (12)          3.14%
William H. Nock                Director CBI and SNB, Chief Executive Officer        64,257   (13)          1.49%
                                            and President of SNB
Samuel F. Reid, Jr.                         Director CBI and ONB                    53,702   (14)          1.24%
William W. Traynham              Director CBI, ONB, SNB, FNB, BR, and CRM,          60,410   (15)          1.40%
                                President and Chief Financial Officer of CBI
J. Otto Warren, Jr.              Director CBI and ONB, Vice Chairman of CBI        176,519   (16)          4.09%

Wm. Reynolds Williams                      Director CBI and FNB,                    12,188   (17)             **
                                              Chairman of FNB
Michael A. Wolfe               Director CBI and ONB, Chief Executive Officer        58,706   (18)          1.36%
                                            and President of ONB
All executive officers and                                                       1,218,909   (19)         27.35%
directors as a group (18 persons)


*CBI - the Company;  ONB - Orangeburg National Bank; SNB - Sumter National Bank;
FNB - Florence  National Bank; BR - Bank of Ridgeway;  CRM - Community  Resource
Mortgage

**Percentages not show are less than one percent.

                                       3


(1)  Includes  1,680 shares  owned by Nancy R. Ayers,  Mr.  Ayers'  wife;  2,030
     shares owned by an IRA for the benefit of Nancy R. Ayers; 1,680 shares held
     by an IRA for the benefit of Mr. Ayers;  and 10,250 shares subject to stock
     options which are currently exercisable.
(2)  Includes  5,874 shares owned by Marjorie F. Bynum,  Mr.  Bynum's wife;  and
     8,150 shares subject to stock options which are currently exercisable.
(3)  Includes  10,250  shares  subject  to stock  options  which  are  currently
     exercisable.
(4)  Includes  10,500 shares held jointly with Charlton Ardis,  Mrs.  Dantzler's
     son;  and  10,500  shares  subject  to stock  options  which are  currently
     exercisable.
(5)  Includes 11,139 shares that were held in escrow until mid-March 2003.
(6)  Includes 10,500 shares held by Lucy Edmunds, Mr. Edmund's wife.
(7)  Includes  157,500 shares owned jointly with Lou D. Guthrie,  Mr.  Guthrie's
     wife;  and 10,250  shares  subject  to stock  options  which are  currently
     exercisable.
(8)  Includes  14,100 shares held jointly with Kathyrn  Harwell,  Mr.  Harwell's
     wife;  9,000  shares held by Smith  Barney in an IRA for the benefit of Mr.
     Harwell;  5,000  shares  held by Smith  Barney in an IRA for the benefit of
     Mrs. Harwell,  and 11,840 shares held by Smith Barney with Mr. Harwell as a
     co-trustee.
(9)  Includes  4,050  shares  subject  to  stock  options  which  are  currently
     exercisable.
(10) Includes  11,168 owned by LPT  Enterprises,  a limited  partnership;  2,483
     shares owned by an IRA for the benefit of Mr. Leventis;  22,380 shares held
     by  Raymond  James in an IRA for the  benefit  of Mr.  Leventis;  and 8,150
     shares subject to stock options that are currently exercisable.
(11) Includes  4,784  shares owned by an IRA for the benefit of Mr.  Nance;  553
     shares  owned by Martha F.  Nance,  Mr.  Nance's  wife;  and 10,250  shares
     subject to stock options which are currently exercisable.
(12) Includes 67,500 shares owned by Ellen Nicholson, Mr. Nicholson's wife.
(13) Includes  1,394 shares owned by the Nock Family Trust;  483 shares owned by
     an IRA for the benefit of Linda H. Nock,  Mr.  Nock's wife;  40,508  shares
     held by Paine Webber for benefit of Mr. Nock;  2,829 shares held by Scott &
     Stringfellow  for the benefit of Linda Nock;  and 18,650 shares  subject to
     stock options which are currently exercisable.
(14) Includes  14,052 shares held by Mr. Reid as trustee for his minor children;
     16,800  shares owned by Rosa G. Reid,  Mr.  Reid's wife;  and 10,250 shares
     subject to stock options which are currently exercisable.
(15) Includes  18,436  shares  owned  jointly  with  Margaret S.  Traynham,  Mr.
     Traynham's  wife;  2,090 shares owned  jointly  with  children;  and 18,650
     shares subject to stock options which are currently exercisable.
(16) Includes  53,009 shares owned by Mildred J. Warren,  Mr. Warren's wife; and
     10,250 shares subject to stock options which are currently exercisable.
(17) Includes  4,738 shares owned jointly with Mary T. Williams,  Mr.  Williams'
     wife;  and 4,050  shares  subject  to stock  options  which  are  currently
     exercisable.
(18) Includes  2,206 shares owned by Joye McGrady  Wolfe as custodian  for minor
     children;  and 18,650  shares  subject to stock options which are currently
     exercisable.
(19) Includes  153,100  shares  subject  to stock  options  which are  currently
     exercisable.

                              ELECTION OF DIRECTORS

      The Bylaws of the Company  provide for a Board of Directors  consisting of
not less  than nine nor more  than  twenty-four  directors  divided  into  three
classes  each serving  three-year  staggered  terms.  The number of directors is
currently fixed by the Board at eighteen. Five directors have been nominated for
re-election  by the  shareholders  at the  2003  Annual  Meeting  to  serve  for
three-year  terms,  one director has also been nominated for election to serve a
two-year  term and one  director  has been  nominated  for  election  to serve a
one-year  term.  All  directors  serve  until their  successors  are elected and
qualified to serve.  All of the nominees are presently  directors of the Company
and have served continuously since first becoming directors.

      Should  any of the  nominees  become  unable or  unwilling  to serve  upon
election, the proxy agents intend to vote for the election, in his or her stead,
of such other  person or persons as the Board of  Directors  of the  Company may
recommend.  The Board of  Directors  has no reason  to  believe  that any of the
proposed directors will be unable or unwilling to serve if elected.


                                       4


                                   MANAGEMENT

Directors

      The table below sets forth the age, business  experience for the past five
years, and term in office for each of the directors of the Company.  Each of the
directors  of the  Company  is also a director  of one or more of the  Company's
subsidiaries as shown in the table on page 3. There are no family  relationships
among any of the directors or executive officers of the Company.



Name, Address (and age)       Director Since            Business Experience During the Past 5 Years
-----------------------       ---------------           -------------------------------------------

                    Nominees for Election to Serve Until 2006

                                                  
E. J. Ayers, Jr. (70)                1987*              Chairman of the Board of Directors and Chief Executive
Orangeburg, S.C.                                        Officer  of  the  Company  since  January,   1999;  retired
                                                        President,  C.M.  Dukes Oil Co., oil  distributor  and auto
                                                        parts supplier

Alvis J. Bynum (65)                  1996               Retired President, Cities Supply Co., waterwork supplies
Sumter, S.C.                                            distributor

J. Otto Warren, Jr. (75)             1987*              President, Warren and Griffin Lumber Co., Inc. and Home
Orangeburg, S.C.                                        Builder's Supply Co., Inc., builders' supply and lumber
                                                        manufacturer

Jesse A. Nance (49)                  1998                President and Chief Executive Officer of Florence National
Florence, S.C.                                          Bank since July,  1998;  Vice President of the Company from
                                                        June,  1997 to July,  1998;  Vice  President of First Union
                                                        National  Bank of South  Carolina  from  November,  1989 to
                                                        June, 1997

J. V. Nicholson, Jr. (58)                               Retired  dentist;  Chairman  Bank of  Ridgeway  since 2001;
                                                        Chairman Ridgeway Bankshares from 2001 to June 2002

                    Nominee for Election to serve Until 2005

Thomas B. Edmunds (65)                                  Retired financial consultant, Merrill Lynch

                    Nominee for Election to Serve Until 2004

William A. Harwell (54)                                 President and Chief Executive Officer of Bank of Ridgeway
Winnsboro, S.C.                                         since  1982;  President  and  Chief  Executive  Officer  of
                                                        Ridgeway Bancshares from 1999 to June 2002

                  Current Directors Whose Terms Expire in 2005

Martha Rose C. Carson (67)           1987*              President,   Marty  Rae,   Inc.,   apparel  and   furniture
Orangeburg, S.C.                                        retailers


A. Wade Douroux (31)                 2001               President and Chief Executive Officer, Community Resource
Columbia, S.C.                                          Mortgage, Inc.

J. M. Guthrie (75)                   1987*              President, Superior Motors, Inc., Vice President, Superior
Orangeburg, S.C.                                        Honda car dealerships; Chairmanof the  Board of  Directors
                                                        of Orangeburg National Bank since March 1998


                                       5


Phil P. Leventis (57)                1996               President and Chief Executive Officer, Dixie Central
Sumter, S.C.                                            Distributing  Co., Inc.,  wholesale  beverage  distributor;
                                                        member of the South  Carolina  State  Senate;  Chairman  of
                                                        the Board of Directors of Sumter  National  Bank since June 1996

Wm. Reynolds Williams (57)           1998               Attorney, Managing Partner, Willcox, Buyck & Williams,
Florence, S.C.                                          P.A.;  Chairman  of the  Board  of  Directors  of  Florence
                                                        National Bank since July 1998

Michael A. Wolfe (45)                1992*              President of Orangeburg National Bank since 1992,
Orangeburg, S.C.                                        Chief Executive  Officer of Orangeburg  National Bank since
                                                        June 1996

                  Current Directors Whose Terms Expire in 2004

Anna O. Dantzler (63)                1994               Retired since 1989; former customer service representative
Orangeburg, S.C.                                        for Orangeburg National Bank

Richard L. Havekost (62)             1998               Licensed professional engineer; Principal in Raldex, Inc.
Florence S.C.                                           (investor in motel  properties);  Principal  and  Secretary
                                                        of  RDBP,  Inc.   (retail   beverage   store);   1967-1993,
                                                        employed by Nucor Corp.  in various  capacities,  including
                                                        Vice  President of Nucor Corp.  and General  Manager of the
                                                        Florence Division

William H. Nock (57)                 1996               President  and Chief  Executive  Officer,  Sumter  National
Sumter, S.C.                                            Bank since June 1996


Samuel F. Reid, Jr. (54)             1994               Attorney, Horger, Barnwell & Reid
Orangeburg, S.C.

William W. Traynham (47)             1992*              President and Chief Financial Officer of the Company
Orangeburg, S.C.

--------------------
* Includes service as Director of Orangeburg National Bank prior to formation of
the Company in 1992.

Executive Officers

         Information  about  Mr.  Ayers,  the  Chief  Executive  Officer  of the
Company,  and Mr.  Traynham,  the President and Chief  Financial  Officer of the
Company, is set forth above under "--Directors."

Meetings of the Board of Directors and Committees

         The Board of  Directors  of the Company  held 12 meetings  during 2002.
Each director,  except Mrs.  Carson,  Mr. Warren and Mr.  Williams,  attended at
least 75% of the total number of meetings of the Board of Directors and meetings
of  committees  on which he or she served during the period in 2002 for which he
served as director.

         The  Company  has an  Audit  Committee  comprised  of  Alvis  J.  Bynum
(chairman),  Martha Rose C. Carson, Thomas B. Edmunds, Anna O. Dantzler, Richard
L.  Havekost,  Samuel F. Reid,  Jr.  and J. Otto  Warren,  Jr.,  all of whom are
non-employee  directors.  The Audit Committee oversees the internal and external
audit  function.  The Audit  Committee met 7 times in 2002. The Audit  Committee
acts  pursuant  to a written  charter  adopted by the Board of  Directors.  Each
member of the Audit  Committee is  independent  as defined in Section 121 (A) of
the American Stock Exchange's listing standards, as modified or supplemented.



                                       6


         The  Company  has a  Compensation  Committee  comprised  of  Richard L.
Havekost (chairman),  Wm. Reynolds Williams, J. M. Guthrie, Samuel F. Reid, Phil
P.  Leventis,  Thomas  B.  Edmunds,  J. V.  Nicholson  and Alvis J.  Bynum.  The
Compensation   Committee  makes   recommendations  to  the  Board  of  Directors
concerning  the  compensation  for  the  senior  officers  of the  Company.  The
Compensation Committee met three times during 2002.

Nomination of Directors

         The Company's Articles of Incorporation provide that no person shall be
eligible  to be elected a  director  at a meeting of  shareholders  unless  that
person has been  nominated by a  shareholder  entitled to vote at the meeting by
giving  written  notice of such  nomination  to the  Secretary of the Company at
least 30 days prior to the date of the meeting.

         The Board of Directors acts as a nominating committee and will consider
recommendations by shareholders of persons to be included as management nominees
for directors if the following procedures are met.  Recommendations  shall be in
writing and be delivered or mailed to the President of the Company not less than
60 days or more than 90 days prior to any meeting of shareholders called for the
election  of  directors.   Such  recommendations  shall  contain  the  following
information to the extent known by the  shareholder  making the  recommendation:
(1) the name and address of each proposed nominee;  (2) the principal occupation
of each proposed nominee;  (3) the total number of shares that will be voted for
each proposed  nominee;  (4) the name and residence  address of the  shareholder
making the recommendation; and (5) the number of shares owned by the shareholder
making the recommendation.

                             MANAGEMENT COMPENSATION

Executive Officer Compensation

         The following  table  summarizes for the years ended December 31, 2002,
2001 and 2000 the compensation awarded to, earned by or paid to the Chairman and
Chief Executive Officer of the Company and to executive  officers of the Company
or its subsidiaries who earned,  were awarded or paid compensation  greater than
$100,000 in 2002.


                                       7


                          Summary Compensation Table(1)



                                                                                                   Long-Term
                                                                                                 Compensation
                                                                               Annual               Awards
                                                                            Compensation          Securities
                                                                            ------------          Underlying           All Other
                                                               Year    Salary        Bonus          Options         Compensation (2)
                                                               ----    ------        -----          -------         ----------------

                                                                                                          
E. J. Ayers, Jr.                                               2002    $ 82,000      $28,182              -              $ 5,965
Chairman and Chief Executive Officer of                        2001      82,000       17,258          5,000                2,460
Community Bankshares                                           2000      82,000            -              -               12,163

William W. Traynham                                            2002    $135,000      $46,396              -              $ 5,151
President of Community Bankshares                              2001     135,000       28,414          5,000                4,333
                                                               2000     135,000        9,450              -               23,562

Michael A. Wolfe                                               2002    $135,000      $46,396              -               $5,307
President and Chief Executive Officer of                       2001     135,000       28,414          5,000                5,869
Orangeburg National Bank                                       2000     135,000        9,450              -               26,268

William H. Nock                                                2002    $135,000      $46,396              -               $6,063
President and Chief Executive Officer of                       2001     135,000       28,414          5,000                4,185
Sumter National Bank                                           2000     135,000        4,050              -                4,050

Jesse A. Nance                                                 2002    $124,930      $30,480              -               $3,315
President and Chief Executive Officer of                       2001     117,874       15,527          5,000                3,248
Florence National Bank                                         2000     109,847        5,737              -                3,220

A. Wade Douroux (3)                                            2002     $96,000      $85,396              -               $2,750
President and Chief Executive Officer                          2001      16,000       11,833              -                    -
Community Resource Mortgage Inc                                2000         n/a          n/a            n/a                  n/a

------------------

(1)  Mr. William A. Harwell is President and Chief Executive  Officer of Bank of
     Ridgeway, which became a subsidiary of the Company on July 1, 2002. Because
     the Bank of Ridgeway was only a subsidiary of the Company for six months of
     2002, Mr. Harwell's  compensation in the capacity of executive officer of a
     subsidiary  of the Company  was less than  $100,000.  Therefore,  he is not
     included in the table for 2002.
(2)  This column sets forth  Company  contributions  made on behalf of the named
     executive  officers  to the 401(k) plan  maintained  by the Company for all
     eligible employees. For Messrs. Wolfe and Traynham, it also includes unused
     sick and vacation leave payments in 2000.  Such payments  totaled $7,780 to
     each of Mr. Wolfe and Mr. Traynham.
(3)  Mr. Douroux became a director and executive officer of the Company November
     1, 2001.


                                       8



       Aggregated Option Exercises in 2002 and 2002 Year End Option Values

         The following table sets forth  information about stock options held at
December 31, 2002 by the executive  officers listed in the Summary  Compensation
Table. No options were exercised or granted in 2002.



                                           Number of Securities                   Value of Unexercised
                                          Underlying Unexercised                      In-the-Money
                                            Options 12/31/02                       Options 12/31/02(1)
                                            ----------------                       -------------------
Name                                Exercisable(2)     Unexercisable(3)      Exercisable       Unexercisable
----                                --------------     ----------------      -----------       -------------

                                                                                        
E. J. Ayers                             10,250                   -            $44,205               $  -
Jesse A. Nance                          10,250                   -             44,205                  -
William H. Nock                         18,650                   -            116,697                  -
William W. Traynham                     18,650                   -            116,697                  -
Michael A. Wolfe                        18,650                   -            116,697                  -

----------------------
(1)  Based on a fair value of $16.25 per share,  the closing price of a share of
     the Company's common stock on December 31, 2002.
(2)  Each of the above  persons  holds  options for 5,250  shares at an exercise
     price per share of $12.83 and 5,000  shares at an exercise  price per share
     of $11.00.  Messrs.  Nock,  Traynham  and Wolfe also each have  options for
     8,400 shares at an exercise price per share of $7.62.

Compensation Committee Interlocks And Insider Participation

         The members of the  Compensation  Committee for the year ended December
31, 2002 were Richard L. Havekost,  Chair, Alvis J. Bynum, Thomas B. Edmunds, J.
V. Nicholson,  J. M. Guthrie, Phil P. Leventis,  Samuel F. Reid and Wm. Reynolds
Williams.

         The law firm of Horger,  Barnwell & Reid,  L.L.P.,  in which  Samuel F.
Reid is a partner,  provided  legal  services  to the  Company  in 2002,  and is
continuing  to provide  legal  services to the Company in 2003.  The law firm of
Willcox,  Buyck &  Williams,  P.A. in which Wm.  Reynolds  Williams is a member,
provided  legal  services to the Company in 2002,  and is  continuing to provide
legal services to the Company in 2003.

Board Report On Executive Officer Compensation

Board Report on Executive Officer Compensation

         The  Compensation  Committee is required to report to the  shareholders
the basis for the Compensation  Committee's action in establishing  compensation
for the Company's and its subsidiaries' executive officers.

         The  Company's  compensation  program is  designed to retain and reward
executive  officers  that are capable of leading the  Company in  achieving  its
business objectives in an industry characterized by complexity,  competitiveness
and change.  The compensation of the Company's and its  subsidiaries'  executive
officers is reviewed and approved annually by the Compensation Committee.

         Annual compensation for the Company's Chief Executive Officer and other
senior executive officers consists of three elements.

          o    A base salary that is determined by individual  contribution  and
               performance,  and which is  designed  to  provide a base level of
               compensation  comparable to that provided key executives of other
               financial institutions of similar size and performance.

          o    A short-term  cash incentive  program that is directly  linked to
               individual   performance   and  to  the  Company's   and,   where
               applicable, the subsidiary's performance.  Incentive payments for
               employees  of  subsidiaries  are paid  one-half by the  employing


                                       9


               subsidiary  and one-half by the Company.  Incentive  payments for
               the Chief Executive  Officer and the President of the Company are
               paid by the Company.

          o    A long-term  incentive  program that  provides  stock  options to
               executive officers from time to time. Stock option grants provide
               an incentive that focuses the  executive's  attention on managing
               the Company from the perspective of a stockholder  with an equity
               stake in the  business.  The  economic  value of any stock option
               granted  is  directly  tied  to  the  future  performance  of the
               Company's stock and will provide value to the recipient only when
               the price of the Company's  stock increases over the option grant
               price.

         For  the  Company's  key   executives,   base  salary  is  targeted  to
approximate  average salaries for individuals in similar  positions with similar
levels of  responsibilities  who are employed by other banking  organizations of
similar size and financial  performance.  During 2002,  the Company set the base
salary for Mr. Ayers, the Chief Executive Officer,  at $82,000.  During 2002 the
Committee  set the base salary for each of Mr.  Wolfe,  President of  Orangeburg
National Bank, Mr. Nock,  President of Sumter  National Bank, and Mr.  Traynham,
President of the Company at $135,000.  The base salary for Mr. Nance,  President
of Florence  National  Bank,  was  $124,930.  The base  salary for Mr.  Douroux,
President of Community Resource Mortgage Inc., was $96,000.

         The  Compensation   Committee  annually  reviews  national,   regional,
statewide,  and local peer group salary data (to the extent available) to assist
it in setting  appropriate  levels of the Chief  Executive  Officer's  and other
executive   officers'  base  salaries.   A  second  factor   considered  by  the
Compensation  Committee in setting and  adjusting  base salary was the Company's
projected 2002 financial performance. In addition, the Committee annually sets a
base level of consolidated income before taxes, which was $4.7 million for 2002.
Income  earned above that level is  multiplied  by a factor of 4.5% to determine
the amount available for incentive payments to senior officers. This performance
indicator  is  updated  annually  based  on  current  economic   conditions  and
expectations.

         For the  Company's  key  executives,  the  Compensation  Committee  has
considered  cash  incentive  bonuses based on 2002 results  payable in 2003 that
ranged up to over 30% of base  salary.  The plan is  designed  so that over time
incentive  payments  may  be as  much  as 40%  of  base  pay.  For  purposes  of
determining  the cash incentive  bonus payable during 2003 for 2002, the Company
considered actual operating results and individual  performances of the involved
officers.  The  Committee  completed its  recommendations  in early 2003 and the
Boards of Directors approved them in January and February 2003.

         During 2003, Messrs.  Traynham,  Wolfe, and Nock were each paid a bonus
of $46,396 for 2002,  Mr.  Ayers was paid a bonus of $28,182,  and Mr. Nance was
paid a bonus of $30,480.

         During 2003,  Mr.  Douroux was a paid a bonus of $85,396 for 2002.  His
bonus was related to terms and  conditions of the merger  agreement  between the
Company and Resource Mortgage  negotiated in late 2001. This bonus agreement was
operative for only the first year that the mortgage  company was a subsidiary of
the Company.

         This  report is provided as a summary of current  Board  practice  with
regard to annual  compensation  review and  authorization  of executive  officer
compensation  and with respect to specific  action taken for the Chief Executive
Officer.

        Richard L. Havekost, Chairman       Phil P. Leventis
        Alvis J. Bynum                      J. V. Nicholson, Jr.
        Thomas B. Edmunds                   Samuel F. Reid
        J. M. Guthrie                       Wm. Reynolds Williams




                                       10


Shareholder Performance Graph

         The Company is required to provide its  shareholders  with a line graph
comparing the Company's  cumulative total shareholder  return with a performance
indicator of the overall stock market and either a published industry index or a
Company-determined   peer  comparison.   Shareholder  return  (measured  through
increases in stock price and payment of dividends) is often a benchmark  used in
assessing  corporate  performance and the  reasonableness  of compensation  paid
executive officers.

         The  performance  graph below compares the Company's  cumulative  total
return  over the most  recent  five year  period  with the  Russell  2000  Index
(reflecting  overall stock market  performance for small cap stocks) and the SNL
Southeast  Bank Index  (reflecting  changes in  banking  industry  stocks in the
southeastern  U. S.),  and a peer group  index  consisting  of all the  publicly
traded banks and thrifts in South Carolina.  Returns are shown on a total return
basis,  assuming the reinvestment of dividends and a beginning stock index price
of $100 per share. Values presented for the Company are based on transactions as
reported through the American Stock Exchange.





                                                                           Period Ending
                                                                           -------------
Index                                             12/31/97    12/31/98   12/31/99    12/31/00    12/31/01    12/31/02
-----                                             --------    --------   --------    --------    --------    --------
                                                                                             
Community Bankshares, Inc.                          100.00      103.39      97.00       87.82      106.34      135.64
Russell 2000                                        100.00       97.45     118.17      114.60      117.45       93.39
SNL Southeast Bank Index                            100.00      106.46      83.77       84.12      104.79      115.76
Publicly Traded Banks and Thrifts in SC             100.00      101.73      77.42       64.60       88.87      107.28





                                       11



Change of Control Agreements and Employment Agreements

         In 1999,  the Company  entered into Change of Control  Agreements  with
Messrs.  Ayers,  Traynham,  Wolfe,  Nock and Nance. The principal purpose of the
agreements  is to protect  these  executives  against a change in control of the
Company. The agreements provide that, if within five years after the date of the
agreements, any change of control of the Company is effected, then the executive
will be entitled to certain benefits. A change of control of the Company will be
deemed to have been  effected  for  purposes  of the  Agreement  if:  (i) voting
control of the Company is  acquired,  directly or  indirectly,  by any person or
group  acting in  concert,  (ii) the  Company  is merged  with or into any other
entity and the Company is not the surviving  entity of the merger,  (iii) voting
control of any  subsidiary of the Company by which the executive is  principally
employed is acquired,  directly or indirectly,  by any person or group acting in
concert,  or (iv) any  subsidiary  of the  Company  by which  the  executive  is
principally  employed is merged with or into  another  entity that is not also a
subsidiary of the Company and such subsidiary is not the surviving entity of the
merger.  If the  executive  terminates  his  employment  with the Company or his
employment is terminated by the Company at any time within six months  following
the effective  date of a change in control,  the executive will be entitled to a
lump sum  payment  equal to twice  his  annual  salary  in effect at the date of
termination.  The Agreement  requires certain  adjustments in the event that the
lump sum payment  exceeds the amount  prescribed by Section 280G of the Internal
Revenue Code. The term of the Agreement extends  automatically for an additional
year on each annual anniversary thereof,  unless the Company gives 30 days prior
notice to the executive that the term will not be extended.

         CBI entered into employment agreements with A. Wade Douroux,  President
and Chief Executive  Officer of Community  Resource  Mortgage,  Inc., in October
2001, and with William A. Harwell,  President and Chief Executive Officer of the
Bank of Ridgeway, in July 2002. Mr. Douroux's contract is for an initial term of
three years, and Mr. Harwell's  contract for an initial term of five years. Each
contract is for an initial term and at the end of the term automatically  renews
for an  additional  year unless  notice is given  according  to the terms of the
contract.  The contracts specify  compensation and other benefits appropriate to
the nature of Messrs.  Douroux's and Harwell's  employment.  The contracts  also
provide the employees with protection in the event of a change in control of the
corporation  under terms and  conditions  comparable to those outlined above for
the Change of Control Agreements.

         The  foregoing  descriptions  of the Change of Control  Agreements  and
Employment  Agreements are merely summaries of such agreements and are qualified
in their  entirety by  reference  to the  agreements,  which are included in the
Company's filings with the Securities and Exchange Commission.

Director Compensation

         Community  Bankshares  Inc. paid directors who are not employees of the
Company  or its  subsidiaries  $200 per  month  during  2002.  These  fees  were
increased to $400 per month  effective in March 2003.  Orangeburg  National Bank
paid $600 per month to its  non-employee  directors during 2002. These fees were
increased to $800 per month  effective in April 2003.  Sumter National Bank paid
$450 per month to its  non-employee  directors  during most of 2002.  These fees
were  increased  to $600 per month  effective  in the  fourth  quarter  of 2002.
Florence National Bank paid $300 per month to its non-employee  directors during
2002.  These fees were increased to $500 per month  effective in April 2003. The
Bank of Ridgeway paid $400 per month to its  non-employee  directors  during the
six month period ended December 31, 2002.  Community Resource Mortgage Inc. does
not pay any director  fees.  The foregoing  director  fees totaled  $190,200 for
Community Bankshares Inc. and its subsidiaries in 2002.

Stock Plan

         At the 2001 Annual Meeting,  shareholders voted to amend the 1997 Stock
Option  Plan for the purpose of  increasing  the number of shares  reserved  for
issuance under the Plan from 285,600 to 485,600 and permitting  participation in
the Plan by  non-employee  directors of the Company.  Of the additional  shares,
100,000 were reserved for issuance  pursuant to the exercise of incentive  stock
options and 100,000  were  reserved  for  issuance  pursuant to the  exercise of
non-qualified stock options.

         Options  may be  granted  pursuant  to the  plan  to  persons  who  are
employees of the Company or any subsidiary (including officers and directors who


                                       12


are  employees) at the time of grant.  At December 31, 2001, the Company and its
subsidiaries  had 126  employees.  Non-employee  directors are also permitted to
participate  in the Plan.  Such  non-employee  directors are only eligible to be
granted non-qualified stock options.

         All incentive  stock options must have an exercise  price not less than
the fair market value of the Common Stock at the date grant,  as  determined  by
the Board of Directors.  Non-qualified options will have such exercise prices as
may be  determined  by the Board of  Directors  at the time of  grant,  and such
exercise  prices may be less than fair market value.  The Board of Directors may
set other  terms for the  exercise  of the  options but may not grant to any one
holder more than $100,000 of incentive  stock options  (based on the fair market
value of the optioned shares on the date of the grant of the option) which first
become exercisable in any calendar year. The Board of Directors also selects the
employees to receive  grants under the plan and  determines the number of shares
covered by options granted under the plan. No options may be exercised after ten
years from the date of grant,  options may not be transferred  except by will or
the laws of descent and  distribution,  and options may be exercised  only while
the optionee is an employee of the  Company,  within three months after the date
of termination  of  employment,  or within twelve months of death or disability.
The number of shares  reserved for issuance under the Plan, the number of shares
covered by  outstanding  options,  the exercise  price and the exercise  date of
options  will be adjusted  in the event of changes in the number of  outstanding
shares of common stock effected without receipt of consideration by the Company.
The Board of Directors  may amend,  suspend or terminate  the Plan,  but may not
increase  (except as discussed  above) the maximum number of shares reserved for
issuance under the Plan, or materially modify the eligibility requirements under
the Plan without shareholder  approval or ratification.  The plan will terminate
on March 16, 2007, and no options will be granted thereunder after that date.

         There are currently  outstanding  incentive options to purchase 221,230
shares and nonqualified options to purchase 162,050 shares.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  banks  have  loan  and  deposit  relationships  with  some  of the
directors of the Company and some of the  directors of the  subsidiaries  of the
Company and with  companies  with which the directors are  associated as well as
members of the immediate families of the directors ("Affiliated Persons").  (The
term "members of the immediate families" for purposes of this paragraph includes
each person's spouse, parents,  children,  siblings, mothers and fathers-in-law,
sons and  daughters-in-law,  and brothers and  sisters-in-law.)  The total loans
outstanding to these parties at December 31, 2002,  were  $13,942,000.  Loans to
Affiliated  Persons were made in the ordinary  course of business,  were made on
substantially the same terms, including interest rates and collateral,  as those
prevailing at the time for comparable  transactions with other persons,  and did
not,  at the  time  they  were  made  involve  more  than  the  normal  risk  of
collectibility or present other unfavorable features.

         The law firm of Horger,  Barnwell  & Reid,  L.L.P.  in which  Samuel F.
Reid, a director of the Company,  is a partner,  provided  legal services to the
Company in 2002,  and is continuing to provide legal  services to the Company in
2003.  The law firm of  Willcox,  Buyck & Williams,  P.A. in which Wm.  Reynolds
Williams, a director of the Company, is a member also provided legal services to
the Company in 2002,  and is continuing to provide legal services to the Company
in 2003.

                  SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
                                   COMPLIANCE

         As required by Section  16(a) of the  Securities  Exchange Act of 1934,
the Company's  directors,  its executive  officers and certain  individuals  are
required to report  periodically  their ownership of the Company's  Common Stock
and any changes in ownership to the Securities and Exchange Commission. Based on
a review of Forms 3, 4 and 5 and written representations made to the Company, it
appears that all such reports for these  persons were filed in a timely  fashion
during  2001,  except that the Company  inadvertently  failed to file timely one
Form 4 for each of E. J. Ayers,  Michael A. Wolfe and J. M.  Guthrie.  It is the
Company's practice to assist directors with filing of Section 16(a) reports.


                                       13


                             INDEPENDENT ACCOUNTANTS

         The  Audit  Committee  has  appointed  J.  W.  Hunt  &  Company,   LLP,
independent  certified  public  accountants,  as  independent  auditors  for the
Company and its  subsidiaries  for the current  fiscal year ending  December 31,
2003. A representative of J. W. Hunt & Company, LLP is expected to be present at
the 2003 Annual Meeting and will be given the opportunity to make a statement on
behalf of the firm if he or she so  desires,  and will  respond  to  appropriate
questions from shareholders.

Audit Fees

         During  2002,  J. W. Hunt & Company,  LLP did not bill the  Company for
professional  services  rendered for the audit of the Company's annual financial
statements  for the year ended  December 31, 2002, but billed $7,200 for reviews
of the financial  statements included in the Company's Forms 10-Q for that year.
The Company  estimates that the total fees for the audit of its annual financial
statements for the year ended December 31, 2002 will be approximately $77,500.

Financial Information Systems Design and Implementation Fees

         During the year ended December 31, 2002, J. W. Hunt & Company,  LLP did
not provide the  Company  with any  services  related to  financial  information
systems design or implementation.

All Other Fees

         During the year ended  December  31,  2002,  J. W. Hunt & Company,  LLP
billed the Company an  aggregate of $5,085 for tax research and the audit of the
Company's 401(k) plan. The Company estimates that J. W. Hunt & Company, LLP will
bill an additional  $6,185 for services provided for 2002 in connection with tax
research  and  preparation  of Federal  Home Loan Bank  agreed  upon  procedures
reports.

         The Audit Committee has reviewed the services  provided by J. W. Hunt &
Company,  LLP  discussed  under the caption All Other Fees,  and has  considered
whether the  provision of such  services is compatible  with  maintaining  J. W.
Hunt's independence.

                             AUDIT COMMITTEE REPORT

         The  Audit  Committee  of the  Board  of  Directors  has  reviewed  and
discussed with  management the Company's  audited  financial  statements for the
year ended  December  31,  2002.  The Audit  Committee  has  discussed  with the
Company's  independent auditors, J. W. Hunt & Company, LLP, the matters required
to be discussed by SAS 61, as modified or supplemented.  The Audit Committee has
also received the written  disclosures and the letter from J. W. Hunt & Company,
LLP,  required by  Independence  Standards  Board Standard No. 1, as modified or
supplemented,  and  has  discussed  with  J.  W.  Hunt  &  Company,  LLP,  their
independence.  Based on the review and discussions  referred to above, the Audit
Committee  recommended  to the Board of  Directors  that the  audited  financial
statements be included in the Company's  Annual Report on Form 10-K for the year
ended December 31, 2002.

        Alvis J. Bynum, Chair                Richard L. Havekost
        Martha Rose C. Carson                Samuel F. Reid, Jr.
        Anna O. Dantzler                     J. Otto Warren, Jr.
        Thomas B. Edmunds

                   AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

         A copy of the  Company's  Annual Report on Form 10-K for the year ended
December 31, 2002,  including financial statements (but not including exhibits),
is being provided free of charge with this Proxy  Statement to each  shareholder
of record.  Copies of exhibits to the Form 10-K will be  provided  upon  written
request to William W. Traynham,  President,  Community  Bankshares,  Inc.,  Post
Office Box 2086,  Orangeburg,  South Carolina 29116, at a charge of 20(cent) per


                                       14


page.  Copies  of the Form 10-K and  exhibits  may also be  downloaded  from the
Securities and Exchange Commission website at http://www.sec.gov.

                                 OTHER BUSINESS

         The  Board of  Directors  of the  Company  does  not know of any  other
business  to be  presented  at the  Annual  Meeting.  If any other  matters  are
properly brought before the Annual Meeting,  however, it is the intention of the
persons named in the  accompanying  proxy to vote such proxy in accordance  with
their best judgment.



                                       15


                                      PROXY

                           COMMUNITY BANKSHARES, INC.

               PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
            FOR ANNUAL MEETING OF SHAREHOLDERS - Monday, May 19, 2003

     William W.  Traynham  and  Michael A. Wolfe,  or either of them,  with full
power of  substitution,  are hereby  appointed as agent(s) of the undersigned to
vote as proxies all of the shares of Common Stock of Community Bankshares,  Inc.
held of record by the  undersigned  on the Record Date at the Annual  Meeting of
Shareholders  to be held on May 19, 2003,  and at any  adjournment  thereof,  as
follows:

1.    Election of   [ ] FOR all nominees listed   [ ]  WITHHOLD AUTHORITY
      Directors.        below                          to vote for all nominees
                                                       listed below


            [ ] WITHHOLD  AUTHORITY  only on the following nominees:------------

            --------------------------------------------------------------------

            --------------------------------------------------------------------

               Instructions:   To   withhold   authority   to   vote   for   any
               individual(s), write the nominee's(s') name(s) on the line above.

NOMINEES:   Three Year Terms:     E. J. Ayers,  Jr.,  Alvis J. Bynum,  J. Otto
                                  Warren, Jr., Jesse A. Nance and J. V.
                                  Nicholson, Jr.
               Two Year Term:     Thomas B. Edmunds
               One Year Term:     William A. Harwell

2.   And, in the  discretion  of said  agents,  upon such other  business as may
     properly come before the meeting,  and matters incidental to the conduct of
     the  meeting.  (Management  at  present  knows of no other  business  to be
     brought before the meeting.)

THE PROXIES WILL BE VOTED AS INSTRUCTED.  IF NO CHOICE IS INDICATED WITH RESPECT
TO A MATTER  WHERE A CHOICE IS  PROVIDED,  THIS PROXY  WILL BE VOTED  "FOR" SUCH
MATTER.

Please sign exactly as name appears below.  When signing as attorney,  executor,
administrator,  trustee,  or guardian,  please give full title. If more than one
trustee, all should sign. All joint owners must sign.

Dated:                   ,  2003         ---------------------------------------
       ------------------

                                         ---------------------------------------



                                       16