COMMUNITY CAPITAL CORP /SC/, S-2, 1996-12-20

COMMUNITY CAPITAL CORP /SC/
S-2, 1996-12-20
NATIONAL COMMERCIAL BANKS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1996

REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
COMMUNITY CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S> <C> <C>
SOUTH CAROLINA 57-0866395
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>

109 MONTAGUE STREET
GREENWOOD, SOUTH CAROLINA 29646
(864) 941-8200

(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)

WILLIAM G. STEVENS
CHIEF EXECUTIVE OFFICER
109 MONTAGUE STREET
GREENWOOD, SOUTH CAROLINA 29646
(864) 941-8200

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

COPIES TO:

<TABLE>
<S> <C>
GLENN W. STURM, ESQ.
JULIAN HENNIG III, ESQ. NEIL E. GRAYSON, ESQ.
NEXSEN PRUET JACOBS & POLLARD, LLP NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
1441 MAIN STREET, SUITE 1500 1201 PEACHTREE ST., N.E., 400 COLONY SQUARE, SUITE 2200
COLUMBIA, SOUTH CAROLINA 29201 ATLANTA, GEORGIA 30361
(803) 253-8202 (404) 817-6000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]

If the Registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box: [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE

[CAPTION]
<TABLE>
<S> <C> <C> <C>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFER-
BE REGISTERED REGISTERED (1) PER UNIT(2) ING PRICE (2)
<S> <C> <C> <C>
Common Stock,
$1.00 par value........... 1,684,750 $11.50 $19,374,625

<CAPTION>
TITLE OF EACH CLASS AMOUNT OF
OF SECURITIES TO REGISTRATION
BE REGISTERED FEE
<S> <C>
Common Stock,
$1.00 par value........... $5,871
</TABLE>

(1) Includes 219,750 shares of Common Stock which may be issued on exercise of a
30-day option granted to the Underwriters to cover over-allotments, if any.
See "Underwriting."
(2) Pursuant to Rule 457 under the Securities Act of 1933, estimated for the
purpose of calculating the registration fee based on a bona fide estimate of
the maximum offering price.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.

PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 20, 1996

1,465,000 SHARES

(Logo of Community Capital Corporation appears here)

COMMON STOCK

All of the shares of common stock, par value $1.00 per share (the "Common
Stock"), offered hereby (the "Offering") are being sold by Community Capital
Corporation, a South Carolina corporation (the "Company"). Prior to the
Offering, there has been only limited trading in the Common Stock and no
reliable market for the Common Stock has existed. It is currently anticipated
that the public offering price will be between $10.50 and $11.50 per share. See
"Underwriting" for the factors to be considered in determining the public
offering price. The Common Stock is currently quoted on the OTC Bulletin Board,
and the Company has filed an application for its Common Stock to be approved for
listing on the American Stock Exchange under the symbol "CYL," subject to notice
of issuance.

SEE "RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE
SAVINGS ASSOCIATION INSURANCE FUND OR THE BANK INSURANCE FUND OF THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

[CAPTION]
<TABLE>
<S> <C> <C> <C>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1)(2) COMPANY (3)
<S> <C> <C> <C>
Per Share........................................... $ $ $
Total (4)........................................... $ $ $
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."

(2) The Underwriting Discount has been calculated on the basis of an
underwriting discount of 7.0% with respect to an aggregate of 1,100,000
shares of Common Stock (or $12.1 million based on the midpoint of the filing
range) to be sold by the Company to the public, and no underwriting discount
with respect to an aggregate of 365,000 shares of Common Stock (or
approximately $4.0 million based on the midpoint of the filing range) to be
sold by the Company to certain purchasers disclosed to the Underwriters. The
Underwriters shall also be paid a financial advisory fee of $112,000. See
"Underwriting."

(3) Before deducting expenses of the Offering payable by the Company, estimated
to be approximately $400,000.

(4) The Company has granted the Underwriters an over-allotment option to
purchase up to 219,750 additional shares of Common Stock on the same terms
and conditions as set forth above. If all such shares are purchased by the
Underwriters, the total Price to Public will be $ , the total
Underwriting Discount will be $ , and the total Proceeds to the
Company will be $ . See "Underwriting."

The shares of Common Stock are offered subject to receipt and acceptance by
the several Underwriters, to prior sale,
and to the Underwriters' right to reject orders in whole or in part and to
withdraw, cancel, or modify the offer without notice. It is expected that
certificates for the shares will be available for delivery on or about
, 1997.

J.C. Bradford &Co. Edgar M. Norris & Co., Inc.

, 1997

<PAGE>

South Carolina

Map of counties of South Carolina appears here showing existing bank
locations as well as new bank locations.

AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-2 under the Securities Act of
1933 (the "Securities Act"), with respect to the shares of Common Stock offered
hereby. This Prospectus omits certain information contained in the Registration
Statement, and reference is hereby made to the Registration Statement and the
exhibits thereto for further information about the Company and the securities
offered hereby. Statements contained herein regarding the provisions of
documents filed as exhibits to the Registration Statement are not necessarily
complete, and each such statement is qualified in its entirety by reference to
the copy of the applicable document filed with the Commission. The Registration
Statement, and the exhibits thereto, may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
prescribed rates at the public reference facilities maintained by the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade Center, New
York, New York 10048. Copies of such material can be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission by the Company under the
Exchange Act, are incorporated by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as amended; and
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.
All other reports and documents filed pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this Offering shall be deemed to be incorporated by reference in
this Prospectus and shall be deemed a part hereof from the date of filing of
such reports and documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document that also is,
or is deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
COPIES OF THE ABOVE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS,
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH
DOCUMENTS) ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM THE
COMPANY, 109 MONTAGUE STREET, GREENWOOD, SOUTH CAROLINA 29646, TELEPHONE: (864)
941-8206, ATTENTION: JAMES H. STARK.
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE AMERICAN STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS THE CONTEXT INDICATES
OTHERWISE, THE INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE
UNDERWRITERS' OVER-ALLOTMENT OPTION. PROSPECTIVE INVESTORS SHOULD CONSIDER
CAREFULLY THE INFORMATION SET FORTH UNDER THE HEADING "RISK FACTORS."

THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE
RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE
SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN "RISK
FACTORS."

THE COMPANY

Community Capital Corporation is a bank holding company headquartered in
Greenwood, South Carolina which currently operates through two community banks
and is in the process of acquiring three de novo community banks (collectively,
the "Banks") in non-metropolitan markets in the State of South Carolina. The
Company pursues a community banking business which is characterized by
personalized service and local decision-making and emphasizes the banking needs
of individuals and small to medium-sized businesses.

The Company was formed in 1988 to serve as a holding company for Greenwood
National Bank, now Greenwood Bank & Trust (the "Greenwood Bank"), principally in
response to perceived opportunities resulting from the takeovers of several
South Carolina-based banks by large southeastern regional bank holding
companies. In many cases, when these consolidations occur, local boards of
directors are dissolved and local management is relocated or terminated. The
Company believes this situation creates favorable opportunities for new
community banks with local management and local directors. Management believes
that such banks can be successful in attracting individuals and small to
medium-sized businesses as customers who wish to conduct business with a locally
owned and managed institution that demonstrates an active interest in their
business and personal financial affairs.

In 1994, the Company made the strategic decision to expand beyond the
Greenwood County area by creating an organization of independently managed
community banks that serve their respective local markets but which share a
common vision and benefit from the strength, resources, and economies of a
larger institution. In June 1995, the Company opened Clemson Bank & Trust (the
"Clemson Bank" and, together with the Greenwood Bank, the "Existing Banks") in
Clemson, South Carolina. The Company is in the process of acquiring three
additional de novo banks which are being formed in Belton, Newberry, and
Barnwell, South Carolina (the "New Banks"). The Company intends to open The Bank
of Belton (In Organization) (the "Belton Bank") and The Bank of Newberry County
(In Organization) (the "Newberry Bank") in traditional de novo fashion by
capitalizing the banks and seeking local deposits to fund loan growth. In
contrast, immediately after opening, The Bank of Barnwell County (In
Organization) (the "Barnwell Bank") will acquire certain deposits and assets
associated with five branches located in Aiken, Barnwell, and Orangeburg
Counties, South Carolina from Carolina First Bank (the "Carolina First
Branches"). As of September 30, 1996, the Carolina First Branches had
approximately $53.1 million in deposits and $17.4 million in loans. See
"Acquisition of the Carolina First Branches." The Company anticipates that the
Barnwell Bank and the Belton Bank will open during the first quarter of 1997 and
that the Newberry Bank will open during the second quarter of 1997.

As a one-bank holding company for the Greenwood Bank, the Company grew from
approximately $39.3 million in assets, $28.4 million in loans, $34.2 million in
deposits, and $4.6 million in shareholders' equity at December 31, 1991, to
approximately $65.1 million in assets, $50.6 million in loans, $49.1 million in
deposits, and $6.1 million in shareholders' equity at December 31, 1994. The
opening of the Clemson Bank in June 1995 resulted in a year-over-year decrease
of the Company's earnings per share for the year ended December 31, 1995, due to
substantial start-up expenditures, as well as the time and expense required to
attract customers, deposits, and earning assets. The Clemson Bank achieved
profitability in September 1996, and at September 30, 1996, the Company had
approximately $111.6 million in assets, $76.0 million in loans, $85.3 million in
deposits, and $13.3 million in shareholders' equity. Based upon levels at
September 30, 1996, and giving effect to this Offering and the acquisition of
certain deposits and assets associated with the Carolina First Branches, the
Company would have approximately $179.9 million in assets, $93.4 million in
loans, $138.3 million in deposits, and $28.0 million in shareholders' equity.
See "Acquisition of Carolina First Branches -- Unaudited Pro Forma Financial
Information."

The Company's strategy is to operate the Banks on a decentralized basis,
emphasizing each Bank's local board of directors and local management's
knowledge and authority to make credit decisions. The Company believes this
operating

<PAGE>
strategy has enabled the Existing Banks, and will enable the New Banks, to
generate high yielding loans and attract and retain core deposits which will
provide substantially all of the Banks' funding requirements. The Company
supplements its decentralized operating strategy with centralized policy
oversight, credit review, back-office support, and strategic planning. Following
the Offering, the Company intends to focus on the development of the New Banks
and the continued growth of the Existing Banks. While the Company does not
intend actively to search for opportunities to expand into additional markets,
the Company may consider opportunities that arise from time to time, most likely
through acquisitions of existing institutions or branches rather than through
the formation of additional de novo banks. The Company has no specific
acquisition plans at the current time other than the New Banks and the Carolina
First Branches.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered........................................ 1,465,000 shares (1)

Common Stock outstanding prior to the Offering.............. 1,219,109 shares (2)

Common Stock to be outstanding after the Offering........... 2,684,109 shares (2)

Use of proceeds............................................. To capitalize and fund certain costs incurred in the
organization of the New Banks, to finance the acquisition of
the Carolina First Branches, and for other general corporate
purposes. See "Use of Proceeds."

American Stock Exchange symbol.............................. CYL
</TABLE>

(1) Excludes up to 219,750 shares of Common Stock which may be sold by the
Company upon exercise of the over-allotment option granted to the
Underwriters. See "Underwriting."
(2) Excludes 455,114 shares of Common Stock issuable upon exercise of stock
options outstanding as of the date of the Prospectus, at exercise prices
ranging from $7.10 to $12.38 per share.

RISK FACTORS

An investment in the securities offered hereby involves substantial risks
including, among others, the risks associated with the lack of any operating
history of each New Bank, the risks associated with the acquisition of the
Carolina First Branches, the credit risk associated with the Company's loan
portfolio, and the adequacy of the allowance for loan losses.

<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED
SEPTEMBER
YEAR ENDED DECEMBER 31, 30,
1991 1992 1993 1994 1995 1995
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
INCOME STATEMENT DATA:
Net interest income...................................... $ 1,229 $ 1,673 $ 2,194 $ 2,647 $ 3,199 $ 2,287
Provision for loan losses................................ 173 227 80 14 112 56
Noninterest income....................................... 447 631 776 514 777 694
Noninterest expense...................................... 1,462 1,787 2,121 2,261 3,069 2,363
Net income............................................... 41 289 560 585 534 355
BALANCE SHEET DATA:
Assets................................................... $39,302 $49,281 $58,970 $65,071 $96,100 $89,269
Earning assets........................................... 35,336 44,636 53,891 58,182 87,980 81,426
Securities (1)........................................... 5,174 7,466 7,949 7,617 22,446 21,220
Loans (2)................................................ 28,412 34,493 44,634 50,565 63,204 57,686
Allowance for loan losses................................ 331 500 567 581 671 616
Deposits................................................. 34,245 40,970 45,992 49,146 73,138 67,253
Federal Home Loan Bank advances.......................... -- 2,627 6,756 5,925 6,244 6,478
Shareholders' equity..................................... 4,554 4,844 5,420 6,079 12,932 12,607
WEIGHTED AVERAGE SHARES OUTSTANDING: (3)................... 745,272 745,272 745,645 804,822 1,070,135 989,149
PER SHARE DATA: (3)
Net income (3)........................................... $ 0.05 $ 0.39 $ 0.75 $ 0.80 $ 0.55 $ 0.38
Book value (period end) (4).............................. 7.42 7.89 8.80 9.62 10.68 10.43
Tangible book value (period end) (4)..................... 7.17 7.73 8.71 9.58 10.64 10.38
PERFORMANCE RATIOS:
Return on average assets (5)............................. 0.11% 0.66% 1.03% 0.97% 0.68% 0.64%
Return on average equity (5)............................. 0.90 6.15 10.94 10.17 5.69 5.72
Net interest margin (6).................................. 3.67 4.17 4.39 4.78 4.49 4.55
Efficiency (7)........................................... 93.48 78.31 71.95 69.81 76.78 78.71
ASSET QUALITY RATIOS:
Allowance for loan losses to period end loans (2)........ 1.17% 1.45% 1.27% 1.15% 1.06% 1.07%
Net charge-offs to average loans......................... 0.30 0.18 0.03 -- 0.03 0.04
Nonperforming assets to period end loans and foreclosed
property (2)(8)........................................ 0.83 0.52 0.40 0.04 0.02 0.02
CAPITAL AND LIQUIDITY RATIOS:
Average equity to average assets......................... 12.26% 10.69% 9.39% 9.46% 11.99% 11.24%
Leverage................................................. 11.20 9.62 9.10 9.42 13.21 14.70
Risk-based capital
Tier 1................................................. 12.33 12.17 10.89 11.04 18.46 20.04
Total.................................................. 13.26 13.46 12.04 12.09 19.41 21.02
Average loans to average deposits........................ 81.32 88.21 90.52 98.21 93.03 94.54

1996
<S> <C>

INCOME STATEMENT DATA:
Net interest income...................................... $ 3,021
Provision for loan losses................................ 123
Noninterest income....................................... 963
Noninterest expense...................................... 2,959
Net income............................................... 582
BALANCE SHEET DATA:
Assets................................................... $111,583
Earning assets........................................... 101,355
Securities (1)........................................... 23,374
Loans (2)................................................ 76,023
Allowance for loan losses................................ 780
Deposits................................................. 85,278
Federal Home Loan Bank advances.......................... 5,124
Shareholders' equity..................................... 13,257
WEIGHTED AVERAGE SHARES OUTSTANDING: (3)................... 1,341,708
PER SHARE DATA: (3)
Net income (3)........................................... $ 0.44
Book value (period end) (4).............................. 10.87
Tangible book value (period end) (4)..................... 10.84
PERFORMANCE RATIOS:
Return on average assets (5)............................. 0.75%
Return on average equity (5)............................. 5.98
Net interest margin (6).................................. 4.30
Efficiency (7)........................................... 74.59
ASSET QUALITY RATIOS:
Allowance for loan losses to period end loans (2)........ 1.03%
Net charge-offs to average loans......................... 0.02
Nonperforming assets to period end loans and foreclosed
property (2)(8)........................................ 0.17
CAPITAL AND LIQUIDITY RATIOS:
Average equity to average assets......................... 12.61%
Leverage................................................. 12.39
Risk-based capital
Tier 1................................................. 16.04
Total.................................................. 16.97
Average loans to average deposits........................ 86.87
</TABLE>

(1) Securities held to maturity are stated at amortized cost and securities
available for sale are stated at fair value.

(2) Loans are stated net of unearned income, before allowance for loan losses.

(3) All share and per share data have been adjusted to reflect the 5% Common
Stock dividends in September 1993, April 1994, June 1995, and April 1996.
Net income per share is computed using the weighted average number of
outstanding shares of common stock and dilutive common stock equivalents
from stock options (using the treasury stock method).

(4) Excludes the effect of any outstanding stock options.

(5) Annualized for the nine-month periods ended September 30, 1995 and 1996.

(6) Net interest income divided by average earning assets.

(7) Noninterest expense divided by the sum of net interest income and
noninterest income, net of gains and losses on sales of assets.

(8) Nonperforming loans and nonperforming assets do not include loans past due
90 days or more that are still accruing interest.

<PAGE>
RISK FACTORS

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. IN ADDITION TO
THE OTHER INFORMATION CONTAINED IN THE PROSPECTUS, THE FOLLOWING FACTORS SHOULD
BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE SHARES OF COMMON
STOCK OFFERED HEREBY.

NO OPERATING HISTORY FOR THE NEW BANKS. Each of the New Banks is currently
in the organizational stage and has no operating history. Although the Greenwood
Bank has been operating since 1989 and the Clemson Bank has been operating since
1995, because of the impact of the formation of the New Banks and the
acquisition of the Carolina First Branches, the Company's historical results of
operations are not necessarily indicative of the Company's future operations. As
a bank holding company, the Company's continued profitability will depend
entirely upon the operations of the Banks. The operations of the New Banks will
be subject to the risks inherent in the establishment of a new business and,
specifically, of a new bank. The likelihood of the success of each of the New
Banks must be considered in light of the problems, expenses, complications, and
delays frequently encountered in connection with the development of a new bank
and the competitive environment in which each New Bank will operate. Typically,
new banks incur substantial initial expenses and are not profitable for several
years after commencing business. The start-up expenditures and initial losses of
the Clemson Bank caused a year-over-year decrease in the Company's earnings per
share for the year ended December 31, 1995, and the Company anticipates that the
start-up expenditures and initial losses associated with the development of the
New Banks and the acquisition of the Carolina First Branches will have a similar
negative effect on earnings per share for the year ending December 31, 1997. To
commence business, each of the New Banks must also attract and retain additional
officers and employees. There can be no assurance that any of the New Banks will
ever operate profitably or that the impact of their respective operations will
not have a material adverse impact on the results of operations and financial
condition of the Company. The Company believes that the successful development
and initial operation of each New Bank will also be largely dependent upon the
efforts of its organizers. None of the organizers is obligated to serve as a
director of, or to otherwise remain associated with, his or her Bank. The
failure of organizers to continue to participate in the management of his or her
respective New Bank could have a material adverse effect on the operations of
such New Bank and the Company.

GENERAL RISKS OF THE ACQUISITION OF THE CAROLINA FIRST BRANCHES. The
Company has not historically made acquisitions on the same scale as the
acquisition of the Carolina First Branches, and the performance of the Company
will depend on the success of this acquisition. The success of this acquisition
will, in turn, depend on a number of factors, including, without limitation: the
Barnwell Bank's ability to manage the commencement of operations with a
substantial amount of deposits and accountholders; its ability to limit the
outflow of deposits held by its new customers in the Carolina First Branches
beyond the amount anticipated by the Company; its success in deploying the cash
received in the acquisition into assets bearing sufficiently high yields without
incurring unacceptable credit or interest rate risk; its ability to control the
incremental noninterest expense from the Carolina First Branches; its ability to
retain and attract the appropriate personnel to staff the Carolina First
Branches; and its ability to earn acceptable levels of noninterest income from
the Carolina First Branches. No assurance can be given that the Barnwell Bank
will be able to integrate the Carolina First Branches successfully, that the
operation of the Carolina First Branches will not adversely affect the Company's
existing profitability, or that the Company or the Barnwell Bank will be able to
manage the growth resulting from the acquisition effectively. See "Acquisition
of Carolina First Branches" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

INVESTMENT OF ACQUIRED FUNDS AND IMPACT ON NET INTEREST MARGIN. The
Barnwell Bank has agreed to assume certain deposit liabilities of the Carolina
First Branches (the "Carolina First Deposits") and purchase certain loans (the
"Carolina First Loans") and other certain assets associated with the Carolina
First Branches. The Barnwell Bank will acquire substantially more
interest-bearing liabilities than interest-earning assets and will receive
approximately $26.5 million in cash assuming the acquisition of approximately
$48.0 million in deposits. Through the Barnwell Bank, the Company intends to
deploy this cash in investment securities, loans in the market areas of the
Carolina First Branches, and loan participations purchased from other financial
institutions, principally from the Company's other Banks. See "Acquisition of
the Carolina First Branches." Prior to investing in loans, the Barnwell Bank
will invest these funds in United States government and United States agency
securities. The Company expects that these investment securities will earn
interest at rates lower than the interest rates that would be earned on loans,
and the Company's net interest margin will therefore decrease in the short- to
medium-term. There can be no assurance that the Barnwell Bank will be able to
invest the funds in loans at market rates or to earn a favorable net interest
margin through investing the funds in investment securities until loans can be
made or loan participations can be purchased. Management currently intends to
designate all of these securities as available-for-sale investments. As with any
fixed-rate investment, market value appreciation or depreciation of investment
securities will occur depending upon the movement of interest rates. Given
fluctuations in market conditions, there can be no assurance that

<PAGE>
management's current strategy for allocating the funds to loans and investment
securities will be the investment allocation ultimately pursued by the Company.
See "Acquisition of the Carolina First Branches."

CREDIT RISK; ADEQUACY OF ALLOWANCE FOR LOAN LOSSES. There are certain risks
inherent in making all loans, including risks with respect to the period of time
over which loans may be repaid, risks resulting from changes in economic and
industry conditions, risks inherent in dealing with individual borrowers, and,
in the case of a collateralized loan, risks resulting from uncertainties about
the future value of the collateral. Each Bank maintains an allowance for loan
losses based on, among other things, historical experience, an evaluation of
economic conditions, and regular reviews of delinquencies and loan portfolio
quality. Management's judgment as to the adequacy of the allowance is based upon
a number of assumptions about future events which it believes to be reasonable
but which may or may not be valid. Thus, there can be no assurance that
charge-offs in future periods will not exceed the allowance for loan losses or
that additional increases in the allowance for loan losses will not be required.
Additions to the allowance for loan losses would result in a decrease of the
Company's net income and, possibly, its capital. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Provision and
Allowance for Loan Losses."

NO ASSURANCE OF REGULATORY APPROVALS FOR THE NEW BANKS. The Company must
secure the approval of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") and of the South Carolina State Board of Financial
Institutions (the "State Board") to acquire the common stock of each New Bank.
Each New Bank must also obtain approval of its charter application from the
State Board and approval of its application for deposit insurance from the
Federal Deposit Insurance Corporation (the "FDIC"). The Company anticipates that
all final regulatory approvals for the Belton Bank and the Barnwell Bank will be
received before the end of the first quarter of 1997, and the regulatory
approvals for the Newberry Bank will be received before the end of the second
quarter of 1997, although no assurances can be given as to when or whether any
or all of such approvals will be obtained. Any significant delay in the
commencement of operations by any New Bank will increase such Bank's
pre-operating expenses and may reduce such Bank's and the Company's capital and
income.

The State Board has informed the Company that final approval of the
applications for the Belton Bank, the Newberry Bank, and the Barnwell Bank will
be conditioned upon a minimum capitalization of each Bank of $3.5 million, $3.3
million, and $7.0 million, respectively. The State Board has the authority to
raise these minimum capitalization amounts and can also condition its approval
on an increase in the capitalization of the Existing Banks, and there can be no
assurance that the State Board will not do so. In such event, the Company would
likely fund the increased capitalization through the use of net proceeds from
the Offering, from dividends from the Existing Banks (to the extent available),
or through loans from third-party financial institutions (subject to obtaining
regulatory approval). There can be no assurance, however, that the Company would
be able to obtain third-party financing on acceptable terms or in amounts
sufficient to fund any increase in mandated capitalization minimums. The use by
the Company of borrowed funds for capitalization of the Banks will be less
favorable to the Company's financial condition than the use of Offering proceeds
for this purpose. See "Business" and "Government Supervision and Regulation."

DEPENDENCE ON SENIOR MANAGEMENT. The Company's growth and development to
date have been largely the result of contributions of certain of the senior
executive officers of the Company and its subsidiaries, including William G.
Stevens, the Company's President and Chief Executive Officer, and James H.
Stark, the Company's Chief Financial Officer. The loss of the services of one or
more of such individuals could have a material adverse effect on the Company's
business and development. No assurance can be given that replacements for any of
these officers could be employed if these officers' services were no longer
available. The Company maintains key employee insurance on the life of Mr.
Stevens. See "Management."

COMPETITION. The Existing Banks currently encounter, and the New Banks will
encounter, strong competition from the financial institutions in their
respective primary market areas. In addition, established financial institutions
not already operating in any of the Banks' primary market areas may, under South
Carolina law, open branches in such areas at future dates. In the conduct of
certain aspects of their respective banking businesses, the Banks also compete
with savings institutions, credit unions, mortgage banking companies, consumer
finance companies, insurance companies, and other institutions, some of which
are not subject to the same degree of regulation and restriction imposed upon
the Banks. Many of these competitors have substantially greater resources and
lending limits than the Banks and offer certain services that one or more of the
Banks do not currently provide. In addition, many of these competitors have
numerous branch offices located throughout their extended market areas which
provide them with a competitive advantage which the Banks do not currently have.
Furthermore, as a consequence of legislation enacted by the United States
Congress, out-of-state banks will be allowed to commence operations and compete
in the Banks' primary market areas. No assurance can be given that such
competition will not have an adverse impact on the financial condition and
results of operations of the Banks or that the Banks will ultimately be able to

<PAGE>
successfully compete with other financial institutions in their respective
markets. See "Business -- Competition" and "Government Supervision and
Regulation -- Interstate Banking."

POTENTIAL IMPACT OF CHANGES IN INTEREST RATES. The Company's profitability
is dependent to a large extent on the net interest income of the Banks, which is
the difference between the respective Bank's interest income on interest-earning
assets and the Bank's interest expense on interest-bearing liabilities. The
Company, like most financial institution holding companies, will continue to be
affected by changes in general interest rate levels and other economic factors
beyond the Company's control. As of September 30, 1996, the Company had a
cumulative one-year negative gap position of 23.42% of total interest-bearing
assets, although immediately upon consummation of the assumption of the Carolina
First Deposits and the purchase of the Carolina First Loans and other assets,
the Company anticipates that it will have a one-year positive gap position. A
positive gap position would mean that the yield of the Company's
interest-earning assets will likely adjust to changes in market interest rates
at a faster rate than the cost of the Company's interest-bearing liabilities.
Consequently, the Company's net interest income could be adversely affected
during periods of rapidly decreasing interest rates. Although the Company has
structured its asset and liability management strategies to mitigate the impact
of changes in interest rates, there can be no assurance about how successful it
will be in doing so. See "Acquisition of Carolina First Branches" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Net Interest Income."

LACK OF ESTABLISHED TRADING MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE.
Prior to this Offering, there has been no established or other active or liquid
market for the Common Stock. There can be no assurance as to the liquidity of
any markets that may develop for the Common Stock, the ability of holders of
Common Stock to sell their securities, or the price at which holders would be
able to sell their securities. The initial public offering price of the Common
Stock will be determined solely by negotiations among the Company and J.C.
Bradford & Co. and Edgar M. Norris & Co., Inc. as representatives (the
"Representatives") of the several underwriters named in this Prospectus (the
"Underwriters") and may bear no relationship to the market price of the Common
Stock after this Offering. See "Underwriting." The market price of the Common
Stock could be subject to significant fluctuations in response to variations in
quarterly and yearly operating results (which could be substantial in the near
term as a result of the expenses associated with the opening of each New Bank
and the losses expected from the Belton Bank and the Newberry Bank), general
trends in the Company's industry, and other factors. Furthermore, it is likely
that in some future quarter the Company's operating results will be below the
expectations of public market analysts and investors. In such an event, the
price of the Common Stock would likely be materially adversely affected. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." In addition, the stock market in recent years has experienced
extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of affected companies. These broad
fluctuations may adversely affect the market price of the Common Stock. See
"Market for Common Stock."

DILUTION. Purchasers of Common Stock in the Offering will experience
immediate dilution in the net tangible book value per share of the Common Stock
from the public offering price. Moreover, in the near-term, the Company expects
that the Offering, the acquisition of the New Banks, and the acquisition of
certain deposits and assets associated with the Carolina First Branches will
result in dilution of the Company's return on equity and earnings per share. See
"Acquisition of the Carolina First Branches," "Dilution," and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

NO DIVIDENDS. The Company has never paid cash dividends on its Common Stock
and in the near-term intends to retain any future earnings to finance its
growth. As the Company's business operations will be conducted almost
exclusively through the Banks, the Company's ability to pay dividends on the
Common Stock in the future will be directly dependent on the dividends paid by
the Banks to the Company. The ability of the Banks to pay dividends to the
Company will be subject to the profitability of the Banks and to government
regulations that limit the aggregate amount of cash dividends paid to
shareholders based on then-current income levels. There can be no assurance that
the Banks' future earnings will support dividend payments to the Company.
Additionally, there is no restriction on the ability of the Company to issue
shares of stock with preferential dividend rights in the future. See "Dividend
Policy," "Government Supervision and Regulation -- Dividends," and "Description
of Securities -- Undesignated Stock."

LOCAL ECONOMIC CONDITIONS. The success of the Company is dependent to a
certain extent upon the general economic conditions in the geographic markets
served by the Banks. Although the Company expects that economic conditions will
continue to be favorable in these markets, no assurance can be given that these
economic conditions will continue. Adverse changes in economic conditions in the
geographic markets that the Banks serve would likely impair the Banks' ability
to collect loans and could otherwise have a negative effect on the financial
condition of the Company. See "Business -- Market Areas."

<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE. Future sales of substantial amounts of
Common Stock could adversely affect the market price of the Common Stock. Upon
consummation of the Offering, the Company will have 2,684,109 shares of Common
Stock outstanding, and all of these shares (plus any shares issued upon the
exercise of the Underwriters' over-allotment option) will be freely tradeable
without restriction or registration under the Securities Act of 1933
("Securities Act"), unless owned by an affiliate of the Company, subject to the
lock-up agreements described below, acquired pursuant to the exercise of stock
options. In addition, there are outstanding stock options that the Company has
granted to certain directors, officers, and employees of the Company and the
Banks for the purchase of an aggregate of 455,114 shares of Common Stock, of
which options for 317,764 shares are currently exercisable. The Company's and
each Bank's directors, executive officers, and organizers have agreed with the
Underwriters not to sell any Common Stock, which includes 278,794 currently
outstanding shares and 384,360 shares issuable upon exercise of options, for 180
days from the date of this Prospectus without the prior written consent of the
Representatives. After completion of the Offering, the Company intends to file a
Form S-8 Registration Statement with the Securities and Exchange Commission
registering the issuance of the shares subject to stock options. See "Shares
Eligible for Future Sale" and "Underwriting."

ISSUANCE OF ADDITIONAL STOCK. Pursuant to its Articles of Incorporation,
the Company has the authority to issue additional shares of Common Stock and has
authorized 2,000,000 shares of a special class of stock which may be issued by
the Board of Directors on such terms and with such rights, preferences, and
designations as the Board of Directors may determine without any vote of the
shareholders. Issuance of such special stock, depending upon the rights,
preferences, and designations thereof, may have the effect of delaying,
deterring, or preventing a change in control of the Company. Issuance of
additional shares of Common Stock or special stock could also result in the
dilution of the voting power of the Common Stock purchased in this Offering. See
"Description of Securities -- Common Stock," " -- Undesignated Stock," and " --
Change of Control."

ANTI-TAKEOVER PROVISIONS; INSIDER CONTROL OF THE COMPANY. Certain
provisions of the Company's Articles of Incorporation could delay or frustrate
the removal of incumbent directors and could make a merger, tender offer or
proxy contest involving the Company more difficult, even if such events could be
perceived as beneficial to the interests of the shareholders. The provisions
include staggered terms for the Board of Directors and requirements of
super-majority votes to approve certain business transactions. In addition,
certain provisions of state and federal law may also have the effect of
discouraging or prohibiting a future takeover attempt in which shareholders of
the Company might otherwise receive a substantial premium for their shares over
then-current market prices. Furthermore, as part of its approval of each New
Bank's application for a state bank charter, the State Board has required that
each New Bank will not enter into any agreement to merge, sell or consolidate
within five years of the date it commences operations. To the extent that these
provisions are effective in discouraging or preventing takeover attempts, they
may tend to reduce the market price for the Common Stock offered hereby.
Directors and executive officers of the Company and the Existing Banks currently
own in the aggregate approximately 22.9% of the outstanding shares of Common
Stock. In addition, based on the number of shares the Company anticipates will
be purchased in the Offering by organizers of the New Banks, following
completion of the Offering, directors, executive officers, and organizers of the
Company and the Banks are expected to own in the aggregate at least 21.0% of the
outstanding shares of Common Stock (19.4% if the Underwriters' over-allotment
option is exercised in full). Because directors and executive officers of the
Company and the Existing Banks are entitled to purchase shares in the Offering,
these percentages may actually be higher than 21.0% and 19.4%. Therefore, to the
extent they vote together, the directors and executive officers of the Company
and the Banks will have the ability to exert significant influence over the
election of the Company's Board of Directors and other corporate actions
requiring shareholder approval. See "Management -- Ownership of the Common
Stock" and "Description of Securities -- Change of Control."

COMMON STOCK NOT INSURED. The shares of Common Stock offered hereby, and
the shares of common stock of each New Bank that are expected to be purchased by
the Company, are not deposits or other obligations of the Company and are not
guaranteed by the Company, will not be insured by the FDIC, and may not be used
as collateral to secure a loan from any of the Banks.

GOVERNMENT REGULATION. The banking industry is heavily regulated. This
regulation is intended primarily for the protection of depositors of the Banks,
not shareholders, and could adversely affect the operations of the Banks, such
as their ability to make loans and attract deposits. During 1989, 1991, and 1994
the United States Congress enacted three major pieces of banking legislation:
The Financial Institutions Reform, Recovery and Enforcement Act of 1989, the
Federal Deposit Insurance Corporation Improvement Act of 1991, and the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994. These three
Acts have significantly changed the commercial banking industry through, among
other things, revising and limiting the types and amounts of investment
authority, significantly increasing minimum regulatory capital requirements,
broadening the scope and power of federal bank and thrift regulators over
financial institutions and affiliated persons in order

<PAGE>
to protect the deposit insurance funds and depositors, and significantly
enhancing the abilities of banks and bank holding companies to engage in
interstate bank acquisition and branching activities. Additional legislation
affecting financial institutions has been proposed and may be enacted, and
regulations now affecting the Company and the Banks may be modified at any time.
There can be no assurance that such new legislation or modifications would not
adversely affect the business of the Company and the Banks. The Banks are also
affected by the Federal Reserve's monetary policies, and there can be no
assurance that actions by the Federal Reserve will not have an adverse effect on
the deposit levels, loan demand, or the business and earnings of any of the
Banks. See "Government Supervision and Regulation."

THE COMPANY

The Company is a bank holding company headquartered in Greenwood, South
Carolina which currently operates through two community banks and is in the
process of acquiring three de novo community banks in non-metropolitan markets
in the State of South Carolina. The Company pursues a community banking business
which is characterized by personalized service and local decision-making and
emphasizes the banking needs of individuals and small to medium-sized
businesses.

The Company was formed in 1988 to serve as a holding company for the
Greenwood Bank, principally in response to perceived opportunities resulting
from the takeovers of several South Carolina-based banks by large southeastern
regional bank holding companies. In many cases, when these consolidations occur,
local boards of directors are dissolved and local management is relocated or
terminated. The Company believes this situation creates favorable opportunities
for new community banks with local management and local directors. Management
believes that such banks can be successful in attracting individuals and small
to medium-sized businesses as customers who wish to conduct business with a
locally owned and managed institution that demonstrates an active interest in
their business and personal financial affairs. The Company anticipates that the
Barnwell Bank and the Belton Bank will open during the first quarter of 1997 and
that the Newberry Bank will open during the second quarter of 1997.

The address of the Company's principal executive offices is 109 Montague
Street, Greenwood, South Carolina 29646, and the Company's telephone number at
such address is (864) 941-8200.

ACQUISITION OF THE CAROLINA FIRST BRANCHES

DESCRIPTION OF THE ACQUISITION

The Company and Carolina First Bank ("Carolina First") have executed a
letter of intent dated September 24, 1996 (the "Letter of Intent") which
contemplates the negotiation and execution of a definitive Purchase and
Assumption Agreement (the "Agreement") for the acquisition by the Barnwell Bank
from Carolina First of certain assets and the assumption of certain liabilities
(the "Acquisition") relating to the five Carolina First Branches, which are
located in the communities of Barnwell, Blackville, Salley, Springfield, and
Williston, South Carolina. The Company anticipates that the Acquisition will
close during the first quarter of 1997. At the closing, and subject to the terms
of the Agreement, the Barnwell Bank is expected to assume the Carolina First
Deposits and pay Carolina First a premium of 5.25% on the assumed Carolina First
Deposits. As of September 30, 1996, the Carolina First Deposits totaled $53.1
million, but the Company expects this amount to decrease by about 10% to
approximately $48.0 million due to run-off of deposits occurring prior to the
closing date. In addition, the Letter of Intent contemplates that the Barnwell
Bank will acquire the Carolina First Loans, as well as the real property owned
or leased by Carolina First for operation of the Carolina First Branches and
related furniture, equipment, and other fixed operating assets (the "Carolina
First Assets"). The Barnwell Bank also expects to retain all of the Carolina
First employees currently associated with the Carolina First Branches. The
Agreement is expected to provide the Company and the Barnwell Bank the right to
reject any deposits or loans. In connection with the evaluation of the
Acquisition, the Company is

<PAGE>
examining the Carolina First Loans using substantially the same underwriting
criteria, analyses, and collateral evaluations that the Company has
traditionally used in the ordinary course of its business.

The Acquisition will be accounted for as a purchase, with the 5.25% premium
(estimated to be approximately $2.5 million if $48 million of deposits are
assumed) to be attributed to the value of the Carolina First Deposits and
amortized over a fifteen-year period on a straight-line basis. The Barnwell Bank
will acquire the Carolina First Loans at face value and the Carolina First
Assets at Carolina First Bank's book value, which approximates fair value. The
face value of the Carolina First Loans as of September 30, 1996, was
approximately $17.4 million, and the total purchase price of the Carolina First
Assets is approximately $1.9 million. Payment of the premium on the Carolina
First Deposits, as well as the purchase price for the Carolina First Loans and
Carolina First Assets, will be effectuated through an appropriate reduction of
the cash received to fund deposits assumed by the Barnwell Bank. Accordingly,
the Barnwell Bank expects to receive approximately $31.3 million in cash from
Carolina First at the closing in connection with its assumption of Carolina
First Deposits of $53.1 million (plus accrued interest payable of $484,000) as
of September 30, 1996, after deduction of (a) the deposit premium of
approximately $2.8 million, (b) the purchase price of the Carolina First Loans
of approximately $17.6 million (including accrued interest on the loans), and
(c) the purchase price of the Carolina First Assets of approximately $1.9
million.

The closing of the Acquisition is contingent upon the execution of a
definitive Agreement, as well as receipt by the parties of all necessary
regulatory approvals, including approval of the State Board. The Company expects
the State Board to grant approval for the Acquisition on the condition that the
Company contribute at least $7.0 million in capital to the Barnwell Bank. See
"Use of Proceeds." However, there can be no assurance that the Company and the
Barnwell Bank will obtain approval of the State Board.

EFFECT OF THE ACQUISITION

Management believes that the Acquisition will benefit the Company because
it will help the Company achieve its goal of forming a network of independently
operated community banks that serve their respective local markets but which
share a common vision and benefit from the strength, resources, and economies of
a larger institution. The Carolina First Branches are located in
non-metropolitan markets similar to the Company's existing markets. The Carolina
First Branches are ranked either first or second in deposit market share as of
June 30, 1996, in all five of the communities in which they are located, and the
Carolina First Branch is the only commercial bank in three of the communities
(Blackville, Salley, and Springfield). Based on the Barnwell Bank's local
management and responsive approach to loan applications, personalized service,
and knowledge of these markets, the Company believes that these markets offer
significant future growth opportunities.

The Company believes that the Carolina First Deposits are largely stable
core deposit funds, similar to the Existing Banks' deposit bases. After
providing for purchased loans, branch facilities and equipment, and the deposit
premium, the Barnwell Bank will receive approximately $26.5 million in cash
(assuming the acquisition of approximately $48.0 million in deposits), which
will be temporarily placed in the Barnwell Bank's investment portfolio. As a
result of the addition of the core deposits of the Carolina First Branches and
the initial investment of proceeds from the Acquisition into short-term
investments, the interest rate risk profile of the Company will change from
being liability sensitive prior to the Acquisition to being asset sensitive
following the Acquisition. Through the Barnwell Bank, the Company intends to
deploy this cash in investment securities, loans in the market areas of the
Carolina First Branches, and loan participations purchased from other financial
institutions, principally from the Company's other Banks. Prior to investing in
loans, the Bank will invest the acquired funds in United States government or
United States agency securities. The Company expects that these investment
securities will earn interest at rates lower than the interest rates that would
be earned on loans, and the Company's net interest margin will therefore
decrease in the short to medium-term. The Company believes that the net interest
margin will increase over the long-term as the Barnwell Bank invests the
acquired funds in loans at market rates. There can be no assurance, however,
that the Barnwell Bank will be able to invest the acquired funds in loans at
market rates or that the Barnwell Bank will be able to earn a favorable net
interest margin through investing the acquired funds in investment securities
until loans can be made or loan participations can be purchased. As with any
fixed-rate investment, market value appreciation or depreciation of investment
securities will occur depending upon the movement of interest rates. Given
fluctuations in market conditions, there can be no assurance that management's
current strategy for allocating the acquired funds to loans and investment
securities will be the investment allocation ultimately pursued by the Company.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma balance sheet has been derived from the
historical balance sheet of the Company, adjusted to give effect to the proposed
acquisition of selected assets and the assumption of selected liabilities in
connection with the acquisition of the Carolina First Branches by the Barnwell
Bank, the issuance and sale of Common Stock through

<PAGE>
the Offering, and the purchase of all of each New Bank's common stock as though
such transactions had occurred on September 30, 1996. The unaudited pro forma
balance sheet is not necessarily indicative of the financial position that would
have been achieved had the transactions reflected therein occurred on such date.
The pro forma adjustments with respect to the acquisition of the Carolina First
Branches reflect September 30, 1996, balances which are in accordance with the
terms of the Letter of Intent and are subject to change prior to the closing
date in accordance with the terms of the Agreement. The unaudited pro forma
balance sheet also does not purport to project the financial position of the
Company as of the period shown or for any future period.

PRO FORMA CONSOLIDATED BALANCE SHEET
PENDING ACQUISITION AND OFFERING
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA ADJUSTMENTS AS OF
SEPTEMBER 30, 1996
AS
REPORTED ACQUISITION (1) OFFERING (2)
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
ASSETS:
Cash and cash equivalents................................................. $ 4,888 $31,250(3) $ 13,206
Securities available-for-sale............................................. 23,374 -- --
Loans..................................................................... 76,023 17,390 --
Less allowance for loan losses.......................................... (780 ) -- --
Loans, net............................................................ 75,243 17,390
Premises, furniture & equipment, net...................................... 3,829 1,869 950
Accrued interest receivable............................................... 979 247 --
Intangible assets, net.................................................... 51 2,785(4) 600(5)
Other assets.............................................................. 3,219 -- --
Total assets........................................................ $111,583 $53,541 $ 14,756
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Noninterest bearing..................................................... $11,448 $ 4,273 $ --
Interest bearing........................................................ 73,830 48,784 --
Total deposits........................................................ 85,278 53,057
Federal funds purchased and securities sold under agreements to
repurchase.............................................................. 5,468 -- --
Advances from the Federal Home Loan Bank.................................. 5,124 -- --
Accrued interest payable.................................................. 677 484 --
Other liabilities......................................................... 1,779 -- --
Total liabilities................................................... 98,326 53,541 --
Shareholders' equity:
Common stock............................................................ 1,219 -- 1,465
Surplus................................................................. 12,004 -- 13,291
Unrealized gain (loss) on securities available-for-sale, net of deferred
taxes................................................................. (140 ) -- --
Retained earnings....................................................... 174 -- --
Total shareholders' equity.......................................... 13,257 -- 14,756
Total liabilities and shareholders' equity.......................... $111,583 $53,541 $ 14,756

<CAPTION>
PRO
FORMA
<S> <C>
ASSETS:
Cash and cash equivalents................................................. $ 49,344
Securities available-for-sale............................................. 23,374
Loans..................................................................... 93,413
Less allowance for loan losses.......................................... (780)
Loans, net............................................................ 92,633
Premises, furniture & equipment, net...................................... 6,648
Accrued interest receivable............................................... 1,226
Intangible assets, net.................................................... 3,436
Other assets.............................................................. 3,219
Total assets........................................................ $179,880
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Noninterest bearing..................................................... $ 15,721
Interest bearing........................................................ 122,614
Total deposits........................................................ 138,335
Federal funds purchased and securities sold under agreements to
repurchase.............................................................. 5,468
Advances from the Federal Home Loan Bank.................................. 5,124
Accrued interest payable.................................................. 1,161
Other liabilities......................................................... 1,779
Total liabilities................................................... 151,867
Shareholders' equity:
Common stock............................................................ 2,684
Surplus................................................................. 25,295
Unrealized gain (loss) on securities available-for-sale, net of deferred
taxes................................................................. (140)
Retained earnings....................................................... 174
Total shareholders' equity.......................................... 28,013
Total liabilities and shareholders' equity.......................... $179,880
</TABLE>

The accompanying notes are an integral part of the pro forma consolidated
balance sheet.

(1) Reflects pending acquisition of certain deposits and assets associated with
the Carolina First Branches after giving effect to the consummation of the
Acquisition and related purchase accounting adjustments by the Company as if
they occurred on September 30, 1996. The book value of the assets acquired
and the liabilities assumed approximates their respective fair values.

(2) Reflects the sale of 1,465,000 shares of Common Stock in the Offering at
$11.00 per share, less estimated offering expenses, underwriting discounts,
and advisory fees of approximately $1.4 million. The proceeds of the
Offering will be used to acquire all of the issued common stock of the New
Banks.

(3) Consideration received from Carolina First in connection with the
Acquisition in accordance with the Agreement.

(4) Core deposit premium of $2.8 million to be amortized on a straight-line
basis over 15 years.

(5) Organizational and pre-opening costs totaling $600,000 to be amortized on a
straight-line basis over five years.

<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of 1,465,000 shares of Common
Stock in the Offering are estimated to be approximately $14.8 million ($17.0
million if the Underwriters' over-allotment option is exercised in full),
assuming a public offering price of $11.00 per share and after deducting the
underwriting discount and expenses payable by the Company. Of these net
proceeds, the Company intends to use $7.0 million to capitalize the Barnwell
Bank, $3.5 million to capitalize the Belton Bank, and $3.3 million to capitalize
the Newberry Bank, in each case upon receipt of final regulatory approvals. As
soon as reasonably possible after the formation and capitalization of the
Barnwell Bank, the Barnwell Bank will purchase the Carolina First Branches,
paying a premium on the deposits (estimated to be $48.0 million) of
approximately $2.5 million from the $7.0 million capitalization received by the
Barnwell Bank from the Company. See "Acquisition of Carolina First Branches."

Any remaining balance of the net proceeds from the Offering will be
available for general corporate purposes aimed primarily at the expansion of the
Company's business. While the Company does not intend actively to search for
opportunities to expand into additional markets, the Company may consider
opportunities that arise from time to time, most likely through acquisitions of
existing institutions or branches rather than through the formation of
additional de novo banks. The Company has no specific acquisition plans at the
current time other than the New Banks and the Carolina First Branches. See
"Business -- Growth Strategy."

The Company has entered into development agreements with the organizers of
each of the New Banks which obligate the Company to pay or reimburse the
organizers for the organizational and pre-opening expenses relating to each New
Bank only upon the Company's acquisition of that Bank's stock. Consequently, of
the capital received by each New Bank from the sale of all of its common stock
to the Company, approximately $350,000 to $600,000 is expected to be used by
each New Bank to repay all of the loans obtained by such New Bank's organizers
from the Greenwood Bank in order to finance equipment and furnishings, land
costs associated with the main office location, and organizational and
pre-opening expenses of such New Bank. Of the $7.0 million total capitalization
received by the Barnwell Bank, approximately $2.5 million will be used to fund
the premium on deposits (estimated to be $48.0 million) in connection with the
acquisition of the Carolina First Branches. The balance of each New Bank's
proceeds from the sale of the common stock to the Company will be commingled
with funds obtained by such New Bank from other sources, principally expected to
be customer deposits, and will be employed in banking operations, including
making loans to customers, making investments, and, until operations begin to
generate income, payment of current operating expenses (including management
salaries). The amount and manner in which these funds will be used will be
subject to the discretion of the management of each New Bank based upon current
market conditions and, therefore, cannot currently be definitively quantified.

MARKET FOR COMMON STOCK

The Company has filed an application for its Common Stock to be approved
for listing on the American Stock Exchange under the symbol "CYL," subject to
official notice of issuance. Although the Common Stock has been quoted on the
OTC Bulletin Board, trading and quotations of the Common Stock have been limited
and sporadic. Management is not aware of the prices at which all shares of
Common Stock have traded. As of September 30, 1996, there were 1,219,109 shares
of Common Stock outstanding held by approximately 1,340 shareholders of record.

DIVIDEND POLICY

The Company has not declared or distributed any cash dividends to its
shareholders since its organization in 1988, and it is not likely that any cash
dividends will be declared in the near term. The Board of Directors of the
Company intends to follow a policy of retaining any earnings to provide funds to
operate and expand the business of the Company and the Banks for the foreseeable
future. The future dividend policy of the Company is subject to the discretion
of the Board of Directors and will depend upon a number of factors, including
future earnings, financial condition, cash requirements, and general business
conditions. The Company's ability to distribute cash dividends will depend
entirely upon the Banks' abilities to distribute dividends to the Company. As
state banks, the Banks are subject to legal limitations on the amount of
dividends each is permitted to pay. In particular, the Banks must receive the
approval of the State Board prior to paying dividends to the Company.
Furthermore, neither the Banks nor the Company may declare or pay a cash
dividend on any of their capital stock if they are insolvent or if the payment
of the dividend would render them insolvent or unable to pay their obligations
as they become due in the ordinary course of business. See "Government
Supervision and Regulation -- Dividends."

<PAGE>
DILUTION

At September 30, 1996, the Company had a net tangible book value of
approximately $13.3 million, or $10.84 per share. Net tangible book value per
share represents the amount of the Company's shareholders' equity, less
intangible assets, divided by the number of shares of Common Stock outstanding.
Dilution per share to new investors represents the difference between the amount
per share paid by purchasers of shares of Common Stock in the Offering made
hereby and the pro forma net tangible book value per share of Common Stock
immediately after completion of the Offering. After (i) giving effect to the
sale by the Company of 1,465,000 shares of Common Stock offered hereby at an
assumed public offering price of $11.00 per share, (ii) deducting estimated
offering expenses, and (iii) giving effect to the application of the estimated
net proceeds as set forth under "Use of Proceeds," the pro forma net tangible
book value of the Company at September 30, 1996 would have been approximately
$24.6 million, or $9.16 per share. This represents an immediate decrease in net
tangible book value of $1.68 per share to existing shareholders and an immediate
dilution of $1.84 per share to new investors. The following table illustrates
this per share dilution:

<TABLE>
<S> <C> <C>
Assumed public offering price per share.................................................................... $11.00
Net tangible book value per share at September 30, 1996.................................................. $10.84
Decrease per share attributable to new investors......................................................... (0.42)
Decrease per share attributable to acquisition of intangible assets...................................... (1.26)

Pro forma net tangible book value per share after the Offering............................................. 9.16

Dilution per share to new investors........................................................................ $ 1.84
</TABLE>

Assuming the Underwriters' over-allotment option is exercised in full, pro
forma net tangible book value upon completion of the Offering would be $9.24 per
share, the immediate decrease in pro forma net tangible book value of shares to
existing shareholders would be $1.60 per share, and the immediate dilution to
new investors would be $1.76 per share.

The following table sets forth (a) the number of shares of Common Stock
purchased from the Company prior to the Offering and the number of shares
expected to be purchased in the Offering and (b) the total consideration and
average price per share paid to the Company with respect to Common Stock held by
the existing shareholders of the Company and to be paid by new investors in the
Offering.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE PRICE
NUMBER(1) PERCENT AMOUNT PERCENT PER SHARE(1)
<S> <C> <C> <C> <C> <C>
Existing shareholders........................................... 1,219,109 45.4% $11,523,106 41.7% $ 9.45
New investors................................................... 1,465,000 54.6 16,115,000 58.3 11.00
Total......................................................... 2,684,109 100.0% $27,638,106 100.0%
</TABLE>

(1) Adjusted for the 5% Common Stock dividends in September 1993, April 1994,
June 1995, and April 1996.

The foregoing tables assume no exercise of outstanding stock options. As of
the date of this Prospectus, there are outstanding options to purchase an
aggregate of 455,114 shares of Common Stock at exercise prices ranging from
$7.10 to $12.38. To the extent outstanding options are exercised, or shares
reserved for future issuance are issued, there will be further dilution to new
investors.

<PAGE>
CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at September 30, 1996, and as adjusted to reflect the sale of 1,465,000
shares of Common Stock pursuant to the Offering at an assumed public offering
price of $11.00 per share and the application of the net proceeds therefrom as
set forth under "Use of Proceeds."

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
ACTUAL AS ADJUSTED
<S> <C> <C>
(IN THOUSANDS)
LONG-TERM DEBT:
Federal Home Loan Bank advance (maturity exceeding one year)........................................ $ 150 $ 150

SHAREHOLDERS' EQUITY:
Common stock, $1.00 par value; 10,000,000 shares authorized, 1,219,109 shares issued and
outstanding -- actual; 2,684,109 shares issued and outstanding -- as adjusted (1)................ 1,219 2,684
Capital surplus..................................................................................... 12,004 25,295
Retained earnings................................................................................... 174 174
Unrealized gain (loss) on securities available for sale, net of taxes............................... (140) (140)

Total shareholders' equity....................................................................... 13,257 28,013

Total capitalization........................................................................... $13,407 $28,163
</TABLE>

(1) Excludes 455,114 shares of Common Stock issuable upon exercise of stock
options outstanding as of the date of the Prospectus, at exercise prices
ranging from $7.10 to $12.38 per share.

<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data for the five years ended
December 31, 1995, and the nine months ended September 30, 1995 and 1996, are
derived from the consolidated financial statements and other data of the
Company. The condensed consolidated financial statements of the Company for the
nine months ended September 30, 1995 and 1996, are unaudited, and the
consolidated financial statements for the year ended December 31, 1991 through
1995, were audited by Tourville, Simpson & Henderson, independent auditors. The
selected consolidated financial data should be read in conjunction with the
consolidated financial statements of the Company, including the accompanying
notes, included elsewhere herein.
<TABLE>
<CAPTION>
NINE
MONTHS
ENDED
SEPTEMBER
YEAR ENDED DECEMBER 31, 30,
1991 1992 1993 1994 1995 1995
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
INCOME STATEMENT DATA:
Interest income................................. $ 3,159 $ 3,315 $ 3,794 $ 4,430 $ 6,147 $ 4,338
Interest expense................................ 1,930 1,642 1,600 1,693 2,948 2,051
Net interest income............................. 1,229 1,673 2,194 2,647 3,199 2,287
Provision for loan losses....................... 173 227 80 14 112 56
Net interest income after provision for loan
losses........................................ 1,056 1,446 2,114 2,633 3,087 2,231
Net securities gains (losses)................... 112 21 22 (79) (22) (22)
Noninterest income.............................. 335 610 754 593 799 716
Noninterest expense............................. 1,462 1,787 2,121 2,261 3,069 2,363
Income before income taxes, extraordinary credit
and accounting change......................... 41 290 769 886 795 562
Applicable income taxes......................... 7 103 256 301 261 207
Income before extraordinary credit and
accounting change............................. 34 187 513 585 534 355
Extraordinary credit............................ 7 102 -- -- -- --
Accounting change............................... -- -- 47 -- -- --
Net income...................................... $ 41 $ 289 $ 560 $ 585 $ 534 $ 355
BALANCE SHEET DATA:
Assets.......................................... $ 39,302 $ 49,281 $ 58,970 $ 65,071 $ 96,100 $ 89,269
Earning assets.................................. 35,336 44,636 53,891 58,182 87,980 81,426
Securities (1).................................. 5,174 7,466 7,949 7,617 22,446 21,220
Loans (2)....................................... 28,412 34,493 44,634 50,565 63,204 57,686
Allowance for loan losses....................... 331 500 567 581 671 616
Deposits........................................ 34,245 40,970 45,992 49,146 73,138 67,253
Federal Home Loan Bank advances................. -- 2,627 6,756 5,925 6,244 6,478
Shareholders' equity............................ 4,554 4,844 5,420 6,079 12,932 12,607
WEIGHTED AVERAGE SHARES OUTSTANDING (3)........... 745,272 745,272 745,645 804,822 1,070,135 989,149
PER SHARE DATA (3):
Net income (3).................................. $ 0.05 $ 0.39 $ 0.75 $ 0.80 $ 0.55 $ 0.38
Book value (period end) (4)..................... 7.42 7.89 8.80 9.62 10.68 10.43
Tangible book value (period end) (4)............ 7.17 7.73 8.71 9.58 10.64 10.38
PERFORMANCE RATIOS:
Return on average assets (5).................... 0.11% 0.66% 1.03% 0.97% 0.68% 0.64%
Return on average equity (5).................... 0.90 6.15 10.94 10.17 5.69 5.72
Net interest margin (6)......................... 3.67 4.17 4.39 4.78 4.49 4.55
Efficiency (7).................................. 93.48 78.31 71.95 69.81 76.78 78.71
ASSET QUALITY RATIOS:
Allowance for loan losses to period end loans
(2)........................................... 1.17% 1.45% 1.27% 1.15% 1.06% 1.07%
Net charge-offs to average loans................ 0.30 0.18 0.03 -- 0.03 0.04
Nonperforming assets to period end loans and
foreclosed property (2)(8).................... 0.83 0.52 0.40 0.04 0.02 0.02
CAPITAL AND LIQUIDITY RATIOS:
Average equity to average assets................ 12.26% 10.69% 9.39% 9.46% 11.99% 11.24%
Leverage (4.00% required minimum)............... 11.20 9.62 9.10 9.42 13.21 14.70
Risk-based capital
Tier 1........................................ 12.33 12.17 10.89 11.04 18.46 20.04
Total......................................... 13.26 13.46 12.04 12.09 19.41 21.02
Average loans to average deposits............... 81.32 88.21 90.52 98.21 93.03 94.54

1996
<S> <C>

INCOME STATEMENT DATA:
Interest income................................. $ 5,920
Interest expense................................ 2,899
Net interest income............................. 3,021
Provision for loan losses....................... 123
Net interest income after provision for loan
losses........................................ 2,898
Net securities gains (losses)................... 17
Noninterest income.............................. 946
Noninterest expense............................. 2,959
Income before income taxes, extraordinary credit
and accounting change......................... 902
Applicable income taxes......................... 320
Income before extraordinary credit and
accounting change............................. 582
Extraordinary credit............................ --
Accounting change............................... --
Net income...................................... $ 582
BALANCE SHEET DATA:
Assets.......................................... $ 111,583
Earning assets.................................. 101,355
Securities (1).................................. 23,374
Loans (2)....................................... 76,023
Allowance for loan losses....................... 780
Deposits........................................ 85,278
Federal Home Loan Bank advances................. 5,124
Shareholders' equity............................ 13,257
WEIGHTED AVERAGE SHARES OUTSTANDING (3)........... 1,341,708
PER SHARE DATA (3):
Net income (3).................................. $ 0.44
Book value (period end) (4)..................... 10.87
Tangible book value (period end) (4)............ 10.84
PERFORMANCE RATIOS:
Return on average assets (5).................... 0.75%
Return on average equity (5).................... 5.98
Net interest margin (6)......................... 4.30
Efficiency (7).................................. 74.59
ASSET QUALITY RATIOS:
Allowance for loan losses to period end loans
(2)........................................... 1.03%
Net charge-offs to average loans................ 0.02
Nonperforming assets to period end loans and
foreclosed property (2)(8).................... 0.17
CAPITAL AND LIQUIDITY RATIOS:
Average equity to average assets................ 12.61%
Leverage (4.00% required minimum)............... 12.39
Risk-based capital
Tier 1........................................ 16.04
Total......................................... 16.97
Average loans to average deposits............... 86.87
</TABLE>

(1) Securities held to maturity are stated at amortized cost and securities
available for sale are stated at fair value.

(2) Loans are stated net of unearned income, before allowance for loan losses.

(3) All share and per share data have been adjusted to reflect the 5% Common
Stock dividends in September 1993, April 1994, June 1995, and April 1996.
Net income per share is computed using the weighted average number of
outstanding shares of Common Stock and dilutive common stock equivalents
from stock options (using treasury stock method).

(4) Excludes the effect of any outstanding stock options.

(5) Annualized for the nine-month periods ended September 30, 1995 and 1996.

(6) Net interest income divided by average earning assets.

(7) Noninterest expense divided by the sum of net interest income and
noninterest income, net of gains and losses on sales of assets.

(8) Nonperforming loans and nonperforming assets do not include loans past due
90 days or more that are still accruing interest.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BASIS OF PRESENTATION

The following discussion should be read in conjunction with the preceding
"Selected Financial Data" and the Company's Financial Statements and the Notes
thereto and the other financial data included elsewhere in this Prospectus. The
financial information provided below has been rounded in order to simplify its
presentation. However, the ratios and percentages provided below are calculated
using the detailed financial information contained in the Financial Statements,
the Notes thereto and the other financial data included elsewhere in this
Prospectus.

GENERAL

The Company was formed in 1988 to serve as a holding company for the
Greenwood Bank. In June 1995, the Company opened the Clemson Bank in Clemson,
South Carolina. The Company is in the process of acquiring the New Banks and
intends to open the Belton Bank and Newberry Bank in traditional de novo fashion
by capitalizing the banks and seeking local deposits to fund loan growth. In
contrast, immediately after it is capitalized, the Barnwell Bank will acquire
certain deposits and assets associated with the Carolina First Branches. As of
September 30, 1996, the Carolina First Branches had $53.1 million in deposits
and $17.4 million in loans. See "Acquisition of Carolina First Branches."

As a one-bank holding company for the Greenwood Bank, the Company grew from
$39.3 million in assets, $28.4 million in loans, $34.2 million in deposits, and
$4.6 million in shareholders' equity at December 31, 1991, to $65.1 million in
assets, $50.6 million in loans, $49.1 million in deposits, and $6.1 million in
shareholders' equity at December 31, 1994. The opening of the Clemson Bank in
June 1995 resulted in a year-over-year decrease in the Company's earnings per
share for the year ended December 31, 1995, due to substantial start-up
expenditures, as well as the time and expense required to attract customers,
deposits, and earning assets. The Clemson Bank achieved profitability in
September 1996, and at September 30, 1996, the Company had $111.6 million in
assets, $76.0 million in loans, $85.3 million in deposits, and $13.3 million in
shareholders' equity. Based upon levels at September 30, 1996, and giving effect
to this Offering and the acquisition of certain deposits and assets associated
with the Carolina First Branches, the Company would have $179.9 million in
assets, $93.4 million in loans, $138.3 million in deposits, and $28.0 million in
shareholders' equity. See "Acquisition of the Carolina First
Branches -- Unaudited Pro Forma Financial Information."

Management has emphasized maintaining strong asset quality through a credit
underwriting and review system which includes both bank level and centralized
controls. Over the five-year period ended December 31, 1995, the Company had an
average net charge-off ratio of 0.09%. At September 30, 1996, nonperforming
assets as a percentage of total loans was 0.29%.

Management expects that net income for the year ended December 31, 1996
will be negatively affected by expenditures associated with the development and
organization of the New Banks. Management also expects that net income for the
year ending December 31, 1997 will be negatively affected by losses expected
from the Belton Bank and Newberry Bank while these New Banks are achieving their
critical mass and generating customers, deposits, and earning assets. Due to the
acquisition of certain deposits and assets associated with the Carolina First
Branches, management anticipates that the Barnwell Bank will be profitable for
the year ending December 31, 1997; however, there can be no assurance that the
Barnwell Bank will be profitable.

In the near term, the Company expects that, as a result of the increased
number of shares of Common Stock after the Offering, the expenses incurred in
connection with the acquisition of the New Banks, and the losses expected from
the Belton Bank and Newberry Bank, the Company will experience a dilution of its
return on equity and earnings per share. In addition, tangible book will be
negatively affected by the intangibles associated with the acquisition of the
Carolina First Branches. The Company believes that the dilution of earnings per
share, return on equity, and tangible book value per share will be outweighed by
the long-term benefits and shareholder value the Company expects to derive from
the purchase of the New Banks and the acquisition of the Carolina First
Branches. However, there can be no assurance that the Company will be able to
achieve these goals.

<PAGE>
RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1996, COMPARED WITH NINE MONTHS ENDED
SEPTEMBER 30, 1995

Net interest income increased $734,001, or 32.1%, to $3.0 million in the
nine months ended September 30, 1996 (the "1996 interim period") from $2.3
million in the nine months ended September 30, 1995 (the "1995 interim period").
The increase in net interest income was due primarily to an increase in average
earning assets. Average earning assets increased $26.8 million, or 40.0%,
primarily as a result of the opening of the Clemson Bank in June 1995 and the
opening of a new Greenwood Bank branch in February 1995.

The Company's net interest spread and net interest margin were 3.53% and
4.30%, respectively, in the 1996 interim period, as compared to 3.82% and 4.55%
in the 1995 interim period. The decrease in the net interest spread and the net
interest margin was primarily the result of the growth in the volume of
investment securities, traditionally lower yielding assets than loans, as a
percentage of average earning assets in order to improve liquidity and lower the
loans-to-assets ratio.

The provision for loan losses was $123,000 in the 1996 interim period,
compared to $55,881 in the 1995 interim period. The increase in the provision
was primarily the result of general growth in the Company's loan portfolio. The
Company experienced net charge-offs of $14,526 in the 1996 interim period,
resulting in a ratio of net charge-offs to average loans of 0.02%.

Noninterest income increased $269,464, or 38.8%, to $963,472 in the 1996
interim period from $694,008 in the 1995 interim period, primarily attributable
to increased service charges on deposit accounts, increased fees from mortgage
loan originations, and the addition of the Clemson Bank. In the 1996 interim
period, the Company's mortgage loan origination fees increased due to the
decrease in mortgage lending rates. For the 1996 interim period, the Company
originated $7.6 million of mortgage loans held for sale compared to $1.9 million
for the 1995 interim period, resulting in a $95,486 increase in residential
mortgage origination fees to $184,256 in the 1996 interim period from $88,770 in
the 1995 interim period.

Noninterest expense increased $596,194, or 25.2%, to $3.0 million in the
1996 interim period from $2.4 million in the 1995 interim period. The primary
component of noninterest expense is salaries and benefits, which increased
$326,820, or 29.3%, to $1.4 million in the 1996 interim period from $1.1 million
in the 1995 interim period. The increase is primarily attributable to an
increase in the employee base due to the opening of the Clemson Bank and the
opening of the Greenwood Bank's trust and mutual funds departments. Net
occupancy expense for the 1996 interim period was $525,474, an increase of
$186,175 over the 1995 interim period. The increase is attributable to increased
depreciation charges due to the purchase of a new operations center during the
first quarter of 1996 and the upgrade and acquisition of computer equipment
during 1995 and 1996. Management believes that these investments have positioned
the Company for the acquisition of the New Banks. The Company's efficiency ratio
in the 1996 interim period was 74.59%, compared to 78.71% in the 1995 interim
period.

Net income increased $227,312, or 64.1%, to $581,855 in the 1996 interim
period from $354,543 in the 1995 interim period. The increase in net income was
due primarily to increases in net interest income and noninterest income. Return
on average assets during the 1996 interim period was 0.75% compared to 0.64%
during the 1995 interim period, and return on average equity was 5.98% during
the 1996 interim period compared to 5.72% during the 1995 interim period.

YEAR ENDED DECEMBER 31, 1995, COMPARED WITH YEAR ENDED DECEMBER 31, 1994

Net interest income increased $552,142, or 20.9%, to $3.2 million in 1995
from $2.6 million in 1994. The increase in net interest income was due primarily
to an increase in average earning assets. Average earning assets increased $15.8
million, or 28.7%, primarily as a result of the opening of the Clemson Bank in
June 1995 and the opening of a new Greenwood Bank branch in February 1995.

The Company's net interest spread and net interest margin were 3.72% and
4.49%, respectively, in 1995, as compared to 4.32% and 4.78% in 1994. These key
ratios were affected by higher costs of deposits due to rising short-term
interest rates and increased competition for deposits in the Existing Bank's
market areas. These ratios were also affected by strategies to improve liquidity
and reduce the loans-to-funds and loans-to-assets ratios.

The provision for loan losses was $112,000 in 1995, compared to $14,000 in
1994. The increase in the provision was primarily the result of general growth
in the Company's loan portfolio. The Company experienced net charge-offs of
$21,190 in 1995, resulting in a ratio of net charge-offs to average loans of
0.03%.

Noninterest income increased $263,650, or 51.3%, to $777,242 in 1995 from
$513,592 in 1994, primarily attributable to increased service charges on deposit
accounts due to deposit growth at the Greenwood Bank and the opening of the
Clemson

<PAGE>
Bank. The Greenwood Bank also established a discount brokerage department in
1995 which generated $49,286 in investment fees income.

Noninterest expense increased $808,535, or 35.8%, to $3.1 million in 1995
from $2.3 million in 1994. The primary component of noninterest expense is
salaries and benefits, which increased $303,667, or 27.4%, in 1995 compared to
1994. The increase is attributable to an increase in the employee base due to
the opening of the Clemson Bank and the opening of the Greenwood Bank's trust
and mutual funds departments. Net occupancy expense increased $184,781, or
77.9%, to $422,032 in 1995, from $237,251 in 1994. This increase is attributable
to an increase in depreciation expense resulting from additions to premises and
equipment in preparation for opening the Clemson Bank and a new Greenwood Bank
branch. The Company's efficiency ratio in 1995 was 76.78%, compared to 69.80% in
1994.

Net income decreased $50,988, or 8.7%, to $533,868 in 1995 from $584,856 in
1994. The decrease in net income was due to the increase in noninterest expense
associated primarily with the organization of the Clemson Bank. Return on
average assets during 1995 was 0.68% compared to 0.97% during 1994, and return
on average equity was 5.69% during 1995 compared to 10.17% during 1994. The
decrease in return on average equity was attributable to the issuance of 520,422
additional shares of Common Stock in connection with the capitalization of the
Clemson Bank.

YEAR ENDED DECEMBER 31, 1994, COMPARED TO YEAR ENDED DECEMBER 31, 1993

Net interest income increased $452,617, or 20.6%, to $2.6 million in 1994
from $2.2 million in 1993. The increase in net interest income was due primarily
to an increase in average earning assets. Average earning assets increased $5.3
million, or 10.7%, primarily as a result of the continued strong demand for real
estate loans in the Greenwood market.

The Company's net interest spread and net interest margin were 4.32% and
4.78%, respectively, in 1994, as compared to 3.99% and 4.39% in 1993. The
improvement in the net interest spread and net interest margin was primarily
attributable to an increase in the percentage of loans to earning assets.

The provision for loan losses was $14,000 in 1994, compared to $79,845 in
1993. The Company experienced net charge-offs of $282 in 1994.

Noninterest income decreased $262,491, or 33.8%, to $513,592 in 1994 from
$776,083 in 1993, primarily attributable to a $222,605 decrease in residential
mortgage origination fees due to rising interest rates throughout 1994 resulting
in substantially reduced refinancing activity.

Noninterest expense increased $139,445, or 6.6%, to $2.3 million in 1994
from $2.1 million in 1993. The primary component of noninterest expense is
salaries and benefits, which increased $206,604, or 22.9%, to $1.1 million from
$0.9 million, in 1994 compared to 1993. The increase was primarily attributable
to the addition of four employees in anticipation of opening the new Greenwood
Bank branch. Net occupancy expense decreased $16,925, or 6.7%, to $237,251 in
1994, from $254,176 in 1993. The Company's efficiency ratio in 1994 was 69.81%,
compared to 71.95% in 1993.

Net income increased $24,534, or 4.4%, to $584,856 in 1994 from $560,322 in
1993. Return on average assets was 1.03% during 1993 and 0.97% during 1994, and
return on average equity was 10.17% during 1994 compared to 10.94% during 1993.
The increase in net income was due to the $452,617 improvement in net interest
income mitigated by the decrease in fees on origination of residential mortgage
loans and higher personnel costs due to employee additions.

NET INTEREST INCOME

GENERAL. The largest component of the Company's net income is its net
interest income, which is the difference between the income earned on assets and
interest paid on deposits and borrowings used to support such assets. Net
interest income is determined by the yields earned on the Company's
interest-earning assets and the rates paid on its interest-bearing liabilities,
the relative amounts of interest-earning assets and interest-bearing
liabilities, and the degree of mismatch and the maturity and repricing
characteristics of its interest-earning assets and interest-bearing liabilities.
Net interest income divided by average interest-earning assets represents the
Company's net interest margin.

AVERAGE BALANCES, INCOME EXPENSES AND RATES. The following tables set
forth, for the periods indicated, certain information related to the Company's
average balance sheet and its average yields on assets and average costs of
liabilities. Such yields are derived by dividing income or expense by the
average balance of the corresponding assets or liabilities. Average balances
have been derived from the daily balances throughout the periods indicated.

<PAGE>
AVERAGE BALANCES, INCOME AND EXPENSES AND RATES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1994 1995
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
ASSETS:
Earning Assets
Loans (1)................................... $39,641 $ 3,332 8.41 % $46,305 $ 3,910 8.44 % $55,018 $ 5,146 9.35%
Investment securities (2)................... 8,190 391 4.78 7,801 382 4.90 14,419 895 6.21
Interest-bearing deposits with banks........ 486 20 4.05 161 6 3.73
Funds sold.................................. 1,693 51 2.99 1,077 42 3.90 1,777 107 6.02
Total earning assets...................... 50,010 3,794 7.59 55,344 4,340 7.84 71,214 6,148 8.63
Cash and due from banks....................... 1,448 2,006 2,758
Premises and equipment........................ 1,774 1,760 2,288
Other assets.................................. 1,826 2,053 2,646
Allowance for loan losses..................... (539) (569) (601)
Total assets.............................. $54,519 $60,594 $78,305
LIABILITIES:
Interest-Bearing Liabilities
Interest-bearing transaction accounts....... $ 4,803 103 2.14 $ 5,597 103 1.84 $ 6,136 113 1.84
Savings deposits............................ 11,645 342 2.95 11,805 324 2.74 14,693 590 4.02
Time deposits............................... 22,862 944 4.13 23,518 937 3.98 30,053 1,719 5.72
Other short-term borrowings................. 485 14 2.86 683 31 4.54 2,479 145 5.73
Federal Home Loan Bank advances............. 4,696 197 4.19 6,501 298 4.58 6,655 381 5.73
Total interest-bearing liabilities........ 44,491 1,600 3.60 48,104 1,693 3.52 60,016 2,948 4.91
Demand deposits............................... 4,484 6,228 8,258
Accrued interest and other liabilities........ 425 530 643
Shareholders' equity.......................... 5,119 5,732 9,388
Total liabilities and shareholders'
equity.................................. $54,519 $60,594 $78,305
Net interest spread........................... 3.99 % 4.32 % 3.72%
Net interest income........................... $ 2,194 $ 2,647 $ 3,200
Net interest margin........................... 4.39 % 4.78 % 4.49%
</TABLE>

(1) The effect of loans in nonaccrual status and fees collected is not
significant to the computations. All loans and deposits are domestic.

(2) Average investment securities include the valuation allowance on securities
available for sale.

<PAGE>
AVERAGE BALANCES, INCOME AND EXPENSES AND RATES

<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
1995 1996
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
ASSETS:
Earning Assets
Loans (1)........................................................ $53,217 $ 3,707 9.29 % $ 68,886 $ 4,796 9.28 %
Investment securities (2)........................................ 11,847 540 6.08 23,136 1,050 6.05
Funds sold and other............................................. 1,918 91 6.33 1,746 75 5.73
Total earning assets......................................... 66,982 4,338 8.64 93,768 5,921 8.42
Cash and due from banks............................................ 2,674 3,022
Premises and equipment............................................. 2,173 3,235
Other assets....................................................... 2,362 3,598
Allowance for loan losses.......................................... (590) (729)
Total assets................................................. $73,601 $102,894
LIABILITIES:
Interest-Bearing Liabilities
Interest-bearing transaction accounts............................ $ 5,931 80 1.80 $ 8,206 113 1.84
Saving deposits.................................................. 14,006 406 3.87 20,787 680 4.36
Time deposits.................................................... 28,400 1,202 5.64 40,458 1,715 5.65
Other short-term borrowings...................................... 1,711 72 5.61 4,083 66 5.42
Federal Home Loan Bank advances.................................. 6,744 291 5.75 5,570 226 5.41
Total interest-bearing liabilities........................... 56,792 2,051 4.82 79,104 2,900 4.89
Demand deposits.................................................... 7,953 9,844
Accrued interest and other liabilities............................. 581 966
Shareholders' equity............................................... 8,275 12,980
Total liabilities and shareholders' equity................... $73,601 $102,894
Net interest spread................................................ 3.82 % 3.53 %
Net interest income................................................ $ 2,287 $ 3,021
Net interest margin................................................ 4.55 % 4.30 %
</TABLE>

(1) The effect of loans in nonaccrual status and fees collected is not
significant to the computations. All loans and deposits are domestic.

(2) Average investment securities include the valuation allowance on securities
available for sale.

<PAGE>
ANALYSIS OF CHANGES IN NET INTEREST INCOME. The following tables set forth
the effect which the varying levels of earning assets and interest-bearing
liabilities and the applicable rates have had on changes in net interest income
from 1993 to 1994 and 1994 to 1995, and between the nine-month periods ended
September 30, 1995 and 1996.

ANALYSIS OF CHANGES IN NET INTEREST INCOME
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1995 COMPARED WITH
1994 COMPARED WITH 1993 1994
VARIANCE DUE TO VARIANCE DUE TO
VOLUME (1) RATE (1) TOTAL VOLUME (1) RATE (1)
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
EARNING ASSETS
Loans...................................................... $563 $ 15 $ 578 $ 786 $ 450
Investment securities...................................... (19) 10 (9) 390 123
Funds sold and other....................................... (34) 11 (23) 32 27
Total interest income................................. 510 36 546 1,208 600
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest-bearing transaction accounts................... 16 (16) 0 10 0
Savings and market rate investments..................... 5 (22) (17) 92 174
Certificates and other time deposits.................... 27 (34) (7) 304 478
Total interest-bearing deposits....................... 48 (72) (24) 406 652
Other short-term borrowings................................ 7 10 17 103 11
Federal Home Loan Bank advances............................ 82 19 101 7 76
Total interest expense................................ 137 (43) 94 516 739
Net interest income................................... $373 $ 79 $ 452 $ 692 $ (139)

<CAPTION>
TOTAL
<S> <C>
EARNING ASSETS
Loans...................................................... $1,236
Investment securities...................................... 513
Funds sold and other....................................... 59
Total interest income................................. 1,808
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest-bearing transaction accounts................... 10
Savings and market rate investments..................... 266
Certificates and other time deposits.................... 782
Total interest-bearing deposits....................... 1,058
Other short-term borrowings................................ 114
Federal Home Loan Bank advances............................ 83
Total interest expense................................ 1,255
Net interest income................................... $ 553
</TABLE>

(1) Volume-rate changes have been allocated to each category based on the
percentage of the total change.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1996 COMPARED WITH 1995
VARIANCE DUE TO
VOLUME (1) RATE (1) TOTAL
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
EARNING ASSETS
Loans....................................................................................... $1,091 $ (2) $1,089
Investment securities....................................................................... 512 (2) 510
Funds sold and other........................................................................ (8) (8) (16)
Total interest income.................................................................. 1,595 (12) 1,583
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Interest-bearing transaction accounts.................................................... 31 2 33
Savings and market rate investments...................................................... 217 57 274
Certificates and other time deposits..................................................... 511 2 513
Total interest-bearing deposits........................................................ 759 61 820
Other short-term borrowings................................................................. 96 (2) 94
Federal Home Loan Bank advances............................................................. (49) (16) (65)
Total interest expense................................................................. 806 43 849
Net interest income.................................................................... $ 789 $(55) $ 734
</TABLE>

(1) Volume-rate changes have been allocated to each category based on the
percentage of the total change.

<PAGE>
INTEREST SENSITIVITY. The Company monitors and manages the pricing and
maturity of its assets and liabilities in order to diminish the potential
adverse impact that changes in interest rates could have on its net interest
income. The principal monitoring technique employed by the Company is the
measurement of the Company's interest sensitivity "gap," which is the positive
or negative dollar difference between assets and liabilities that are subject to
interest rate repricing within a given period of time. Interest rate sensitivity
can be managed by repricing assets or liabilities, selling securities
available-for-sale, replacing an asset or liability at maturity, or adjusting
the interest rate during the life of an asset or liability. Managing the amount
of assets and liabilities repricing in this same time interval helps to hedge
the risk and minimize the impact on net interest income of rising or falling
interest rates.

The following table sets forth the Company's interest rate sensitivity at
September 30, 1996.

INTEREST SENSITIVITY ANALYSIS

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
AFTER ONE AFTER THREE GREATER THAN
WITHIN THROUGH THROUGH WITHIN ONE YEAR OR
ONE MONTH THREE MONTHS TWELVE MONTHS ONE YEAR NONSENSITIVE TOTAL
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
ASSETS
Earning Assets
Loans (1)............................... $ 32,610 $ 4,902 $ 13,345 $ 50,857 $ 25,039 $75,896
Securities (2).......................... -- 350 1,946 2,296 21,078 23,374
Funds sold and other.................... 1,958 -- -- 1,958 -- 1,958
Total earning assets.................. 34,568 5,252 15,291 55,111 46,117 101,228
LIABILITIES
Interest-bearing liabilities
Interest-bearing deposits
Demand deposits....................... 8,080 -- -- 8,080 -- 8,080
Savings deposits...................... 23,193 -- -- 23,193 -- 23,193
Time deposits......................... 7,125 13,898 16,076 37,099 5,458 42,557
Total interest-bearing deposits....... 38,398 13,898 16,076 68,372 5,458 73,830
Other short-term borrowings............. 5,468 -- -- 5,468 -- 5,468
Federal Home Loan Bank advances......... 2,200 1,334 1,440 4,974 150 5,124
Total interest-bearing liabilities.... 46,066 15,232 17,516 78,814 5,608 84,422
Period gap................................... $(11,498 ) $ (9,980) $ (2,225) $(23,703) $ 40,509
Cumulative gap............................... $(11,498 ) $(21,478) $ (23,703) $(23,703) $ 16,806 $16,806
Ratio of cumulative gap to total earning
assets....................................... (11.36 )% (21.22)% (23.42)% (23.42)% 16.60%
</TABLE>

(1) Excludes nonaccrual loans.

(2) Excludes investment in the Federal Home Loan Bank and Federal Reserve Bank
stock and other nonmarketable equity securities included in other assets
totaling approximately $2.1 million.

The above table reflects the balances of interest-earning assets and
interest-bearing liabilities at the earlier of their repricing or maturity
dates. Overnight federal funds are reflected at the earliest pricing interval
due to the immediately available nature of the instruments. Debt securities are
reflected at each instrument's ultimate maturity date. Scheduled payment amounts
of fixed rate amortizing loans are reflected at each scheduled payment date.
Scheduled payment amounts of variable rate amortizing loans are reflected at
each scheduled payment date until the loan may be repriced contractually; the
unamortized balance is reflected at that point. Interest-bearing liabilities
with no contractual maturity, such as savings deposits and interest-bearing
transaction accounts, are reflected in the earliest repricing period due to
contractual arrangements which give the Company the opportunity to vary the
rates paid on those deposits within a thirty-day or shorter period. Fixed rate
time deposits, principally certificates of deposit, are reflected at their
contractual maturity date.

The Company generally would benefit from increasing market rates of
interest when it has an asset-sensitive gap position and generally would benefit
from decreasing market rates of interest when it is liability-sensitive. The
Company is

<PAGE>
liability sensitive over the one month, three month, and one year time frames.
However, the Company's gap analysis is not a precise indicator of its interest
sensitivity position. The analysis presents only a static view of the timing of
maturities and repricing opportunities, without taking into consideration that
changes in interest rates do not affect all assets and liabilities equally. For
example, rates paid on a substantial portion of core deposits may change
contractually within a relatively short time frame, but those rates are viewed
by management as significantly less interest-sensitive than market-based rates
such as those paid on non-core deposits. Accordingly, management believes a
liability-sensitive gap position is not as indicative of the Company's true
interest sensitivity as it would be for an organization which depends to a
greater extent on purchased funds to support earning assets. Net interest income
may be impacted by other significant factors in a given interest rate
environment, including changes in the volume and mix of earning assets and
interest-bearing liabilities.

PROVISION AND ALLOWANCE FOR LOAN LOSSES

GENERAL. The Company has developed policies and procedures for evaluating
the overall quality of its credit portfolio and the timely identification of
potential problem credits. On a quarterly basis, each Existing Bank's Board of
Directors reviews and approves the appropriate level for that Bank's allowance
for loan losses based upon management's recommendations, the results of the
internal monitoring and reporting system, analysis of economic conditions in its
markets, and a review of historical statistical data for both the Company and
other financial institutions.

Additions to the allowance for loan losses, which are expensed as the
provision for loan losses on the Company's income statement, are made
periodically to maintain the allowance at an appropriate level based on
management's analysis of the potential risk in the loan portfolio. Loan losses
and recoveries are charged or credited directly to the allowance. The amount of
the provision is a function of the level of loans outstanding, the level of
nonperforming loans, historical loan loss experience, the amount of loan losses
actually charged against the reserve during a given period, and current and
anticipated economic conditions.

The Company's allowance for loan losses is based upon judgments and
assumptions of risk elements in the portfolio, future economic conditions and
other factors affecting borrowers. The process includes identification and
analysis of loss potential in various portfolio segments utilizing a credit risk
grading process and specific reviews and evaluations of significant problem
credits. In addition, management monitors the overall portfolio quality through
observable trends in delinquency, charge-offs, and general and economic
conditions in the service area. The adequacy of the allowance for loan losses
and the effectiveness of the Company's monitoring and analysis system are also
reviewed periodically by the banking regulators and the Company's independent
auditors.

Based on present information and an ongoing evaluation, management
considers the allowance for loan losses to be adequate to meet presently known
and inherent risks in the loan portfolio. Management's judgment as to the
adequacy of the allowance is based upon a number of assumptions about future
events which it believes to be reasonable but which may or may not be valid.
Thus, there can be no assurance that charge-offs in future periods will not
exceed the allowance for loan losses or that additional increases in the
allowance for loan losses will not be required. The Company does not allocate
the allowance for loan losses to specific categories of loans but evaluates the
adequacy on an overall portfolio basis utilizing a risk grading system. See
"Potential Problem Loans."

<PAGE>
The following table sets forth certain information with respect to the
Company's allowance for loan losses and the composition of charge-offs and
recoveries for each of the last five years and for the 1995 and 1996 interim
periods.

ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
1991 1992 1993 1994 1995 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Total loans outstanding at end of period, net of
unearned income..................................... $28,412 $34,493 $44,634 $50,565 $63,204 $57,686 $76,023
Average loans outstanding, net of unearned income..... $25,660 $32,190 $39,641 $46,305 $55,018 $53,217 $68,886
Balance of allowance for loan losses at beginning of
period.............................................. $ 236 $ 331 $ 500 $ 567 $ 581 $ 581 $ 671
Loan losses:
Commercial, financial and agricultural.............. 67 48 5 -- 17 17 6
Real estate -- mortgage............................. 9 -- -- -- -- -- --
Consumer............................................ 1 10 12 4 4 4 8
Total loan losses................................. 77 58 17 4 21 21 14
Recoveries of previous loan losses:
Commercial, financial and agricultural.............. -- -- -- -- -- -- --
Real estate -- mortgage............................. -- -- -- -- -- -- --
Consumer............................................ -- -- 4 4 -- -- --
Total recoveries.................................. -- -- 4 4 -- -- --
Net loan losses....................................... 77 58 13 -- 21 21 14
Provision for loan losses............................. 173 227 80 14 112 56 123
Balance of allowance for loan losses at end of
period.............................................. $ 331 $ 500 $ 567 $ 581 $ 671 $ 616 $ 780
Allowance for loan losses to period end loans......... 1.17% 1.45% 1.27% 1.15% 1.06% 1.07% 1.03%
Net charge-offs to average loans...................... 0.30 0.18 0.03 -- 0.03 0.04 0.02
</TABLE>

NONPERFORMING ASSETS. The following table sets forth the Company's
nonperforming assets for the dates indicated.

NONPERFORMING ASSETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Nonaccrual loans........................................................ $ 6 $ 85 $179 $ 3 $ 13 $ 127
Restructured or impaired loans.......................................... -- -- -- -- -- --
Total nonperforming loans........................................... 6 85 179 3 13 127
Other real estate owned................................................. 231 97 -- 19 -- --
Total nonperforming assets.......................................... $237 $182 $179 $ 22 $ 13 $ 127
Loans 90 days or more past due and still
accruing interest..................................................... $ -- $ -- $ -- $ 39 $ 60 $ 93
Nonperforming assets to period end loans and
foreclosed property................................................... 0.83% 0.52% 0.40% 0.04% 0.02% 0.17%
</TABLE>

Accrual of interest is discontinued on a loan when management believes,
after considering economic and business conditions and collection efforts, that
the borrower's financial condition is such that the collection of interest is
doubtful. A delinquent loan is generally placed in nonaccrual status when it
becomes 90 days or more past due. When a loan is placed in nonaccrual status,
all interest which has been accrued on the loan but remains unpaid is reversed
and deducted from earnings as a reduction of reported interest income. No
additional interest is accrued on the loan balance until the collection of both
principal and interest becomes reasonably certain. When a problem loan is
finally resolved, there may ultimately be an actual writedown or charge-off of
the principal balance of the loan which would necessitate additional charges to
earnings. For all periods presented, the additional interest income, which would
have been recognized into earnings if the Company's nonaccrual loans had been
current in accordance with their original terms, is immaterial.

Total nonperforming assets increased $114,000 to $127,000 at September 30,
1996, from $13,000 at December 31, 1995. This increase was due to a $122,000
loan collateralized by a second mortgage that was placed in nonaccrual status in

<PAGE>
January 1996. Nonperforming assets were 0.17% of total loans and foreclosed
property at September 30, 1996. The allowance for loan losses to period end
nonperforming assets was 614.17% at September 30, 1996.

POTENTIAL PROBLEM LOANS. At September 30, 1996, through their internal
review mechanisms the Existing Banks had identified $1,134,000 of criticized
loans and $2,389,691 of classified loans. The results of this internal review
process are the primary determining factor in management's assessment of the
adequacy of the allowance for loan losses. See "Provision and Allowance for Loan
Losses."

NONINTEREST INCOME AND EXPENSE

NONINTEREST INCOME. The largest component of noninterest income is service
charges on deposit accounts, which totaled $393,000 in 1995, a 28.9% increase
over the 1994 level of $305,000. Securities losses decreased $57,000 in 1995
compared to 1994. The increase in other noninterest income was primarily due to
the growth of the Greenwood Bank and the formation of a discount brokerage
department in 1995 which generated $49,000 in investment fee income.

The following table sets forth, for the periods indicated, the principal
components of noninterest income:

NONINTEREST INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
1993 1994 1995
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Service charges on deposit accounts................................................................ $271 $305 $393
Residential mortgage origination fees.............................................................. 336 114 115
Securities gains (losses).......................................................................... 22 (79) (22)
Other.............................................................................................. 147 174 291
Total noninterest income.................................................................... $776 $514 $777
</TABLE>

NONINTEREST EXPENSE. The following table sets forth, for the periods
indicated, the primary components of noninterest expense:

NONINTEREST EXPENSE

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1993 1994 1995
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Salaries and employee benefits................................................................... $ 901 $1,108 $1,411
Net occupancy expense............................................................................ 254 237 422
Director and committee fees...................................................................... 73 90 72
Amortization of intangibles and other assets..................................................... 46 31 33
Data processing and supplies..................................................................... 57 37 110
Mortgage loan department expense................................................................. 96 40 44
Banking assessments.............................................................................. 99 109 59
Professional fees................................................................................ 96 92 116
Postage and freight and carriers................................................................. 48 51 90
Supplies......................................................................................... 88 96 186
Other............................................................................................ 363 370 526
Total noninterest expense................................................................. $2,121 $2,261 $3,069
Efficiency ratio................................................................................. 71.95% 69.81% 76.78%
</TABLE>

Salaries and employee benefits increased $303,000, or 27.3%, to $1.4
million in 1995 from $1.1 million in 1994 due to the opening of the Clemson Bank
and a Greenwood Bank branch office. Other categories of noninterest expense were
negatively affected by the opening of the Clemson Bank and the Greenwood Bank
branch office. In addition, in December 1994 the Company installed a new
mainframe-based computer system to service both the Greenwood Bank and the
Clemson Bank, as well as to position the Company to pursue its strategy of
forming a network of independently managed community banks. The Company is
amortizing the cost of the computer system over five years, and as a result the
data processing and supplies category of noninterest expenses increased to
$110,000 in 1995 from $37,000 in 1994. The Company's efficiency ratio, which is
noninterest expense as a percentage of the total of net interest income plus
noninterest income, net of gains and losses on the sale of assets, was 76.78% in
1995 compared to 69.81% in 1994 and 71.96% in 1993.

<PAGE>
EARNING ASSETS

LOANS. Loans are the largest category of earning assets and typically
provide higher yields than the other types of earning assets. Associated with
the higher loan yields are the inherent credit and liquidity risks which
management attempts to control and counterbalance. Loans averaged $55.0 million
in 1995 compared to $46.3 million in 1994, an increase of $8.7 million, or
18.8%. At December 31, 1995, total loans were $63.2 million, compared to $50.6
million at December 31, 1994.

The increase in loans during 1995 was primarily due to the continued demand
for real estate loans in the Greenwood market and the opening of the Clemson
Bank. The following table sets forth the composition of the loan portfolio by
category at the dates indicated and highlights the Company's general emphasis on
mortgage lending.

COMPOSITION OF LOAN PORTFOLIO
<TABLE>
<CAPTION>
DECEMBER 31,
1991 1992 1993 1994 1995
PERCENT PERCENT PERCENT PERCENT
AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Commercial, financial and
agricultural.............. $10,914 38.41% $8,933 25.90% $10,684 23.94% $12,231 24.19% $13,349
Real estate
Construction.............. 3,056 10.76 2,236 6.48 11,556 25.89 5,906 11.68 8,483
Mortgage -- residential... 7,948 27.97 11,148 32.32 11,258 25.22 14,978 29.62 22,515
Mortgage -- nonresidential... 4,268 15.02 9,586 27.79 7,504 16.81 13,346 26.57 14,190
Consumer.................... 2,167 7.63 2,535 7.35 3,585 8.03 3,953 7.82 4,591
Other....................... 59 0.21 55 0.16 47 0.11 61 0.12 76
Total loans............... 28,412 100.00% 34,493 100.00% 44,634 100.00% 50,565 100.00% 63,204
Allowance for loan losses... (331 ) (500 ) (567 ) (581 ) (671)
Net loans................. $28,081 $33,993 $44,067 $49,984 $62,533

<CAPTION>
PERCENT
OF TOTAL
<S> <C>
Commercial, financial and
agricultural.............. 21.12%
Real estate
Construction.............. 13.42
Mortgage -- residential... 35.62
Mortgage -- nonresidential 22.45
Consumer.................... 7.26
Other....................... 0.12
Total loans............... 100.00%
Allowance for loan losses...
Net loans.................
</TABLE>

The principal component of the Company's loan portfolio is real estate
mortgage loans. At December 31, 1995, this category totaled $36.7 million and
represented 58.1% of the total loan portfolio, compared to $28.3 million, or
55.9%, at December 31, 1994.

In the context of this discussion, a "real estate mortgage loan" is defined
as any loan, other than loans for construction purposes, secured by real estate,
regardless of the purpose of the loan. It is common practice for financial
institutions in the Company's market areas to obtain a security interest in real
estate whenever possible, in addition to any other available collateral. This
collateral is taken to reinforce the likelihood of the ultimate repayment of the
loan and tends to increase the magnitude of the real estate loan portfolio
component.

Residential mortgage loans, which is the largest category of the Company's
loans, increased $7.5 million, or 50.0%, to $22.5 million at December 31, 1995,
from $15.0 million at December 31, 1994. Residential real estate loans consist
of first and second mortgages on single or multi-family residential dwellings.
Nonresidential mortgage loans, which include commercial loans and other loans
secured by multi-family properties and farmland and is the second largest
category of the Company's loans, increased $0.8 million, or 6.3%, to $14.2
million at December 31, 1995, from $13.3 million at December 31, 1994. The
increase in real estate lending was attributable to the addition of the Clemson
Bank, which had $4.2 million of real estate loans as of December 31, 1995,
increases in commercial real estate volume, and increases in residential
construction lending. In 1993, several residential subdivisions were started in
the Greenwood marketplace and influenced the Bank's 1994 and 1995 construction
lending activity. The Bank was also able to compete favorably for residential
mortgage loans with other financial institutions by offering fixed rate products
having three and five year call provisions. Generally, the Bank limits its
loan-to-value ratios to 80%. Currently, loans for the construction of homes
having no contract for sale are available to only the most creditworthy
contractors.

Commercial, financial and agricultural loans increased $1.1 million, or
9.1%, to $13.3 million at December 31, 1995, from $12.2 million at December 31,
1994. This increase was primarily attributable to the continued economic
development in Greenwood County and the addition of the Clemson Bank.

Consumer loans increased $600,000, or 16.1%, to $4.6 million at December
31, 1995, from $4.0 million at December 31, 1994. The growth in consumer loans
is primarily attributable to the opening of the Clemson Bank.

The Company's loan portfolio reflects the diversity of its markets. The
home office and branch offices of the Greenwood Bank are located in Greenwood
County, South Carolina. The economy of Greenwood contains elements of medium

<PAGE>
and light manufacturing, higher education, regional healthcare, and distribution
facilities. The Clemson Bank office is currently located in a temporary facility
in Clemson, South Carolina. Due to its proximity to a major interstate highway
and Clemson University, a state-supported university, management expects the
area to remain stable with continued growth. Outside the incorporated city
limits of Greenwood and Clemson, the economy includes manufacturing,
agriculture, timber, and recreational activities. The Company does not engage in
foreign lending.

The repayment of loans in the loan portfolio as they mature is also a
source of liquidity for the Company. The following table sets forth the
Company's loans maturing within specified intervals at December 31, 1995.

LOAN MATURITY SCHEDULE AND SENSITIVITY TO CHANGES IN INTEREST RATES

<TABLE>
<CAPTION>
DECEMBER 31, 1995
OVER ONE YEAR
ONE YEAR THROUGH OVER FIVE
OR LESS FIVE YEARS YEARS TOTAL
<S> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Commercial, financial and agricultural...................................... $ 9,869 $ 3,480 $ -- $13,349
Real estate................................................................. 25,680 18,550 958 45,188
Consumer and other.......................................................... 3,342 1,312 13 4,667
Loans maturing after one year with:
Fixed interest rates............................................................................................... $21,554
Floating interest rates............................................................................................ 2,759
$24,313
</TABLE>

The information presented in the above table is based on the contractual
maturities of the individual loans, including loans which may be subject to
renewal at their contractual maturity. Renewal of such loans is subject to
review and credit approval, as well as modification of terms upon their
maturity. Consequently, management believes this treatment presents fairly the
maturity and repricing structure of the loan portfolio shown on the above table.

INVESTMENT SECURITIES. The investment securities portfolio is a significant
component of the Company's total earning assets. Total securities averaged $14.4
million in 1995, compared to $7.8 million in 1994 and $8.2 million in 1993. At
December 31, 1995, the total securities portfolio was $22.4 million, and all
securities were designated as available-for-sale and were recorded at estimated
fair market value. The increase in the portfolio during 1995 was primarily due
to strategies by management to improve liquidity and lower the loans-to-assets
ratio.

The following table sets forth the book value of the securities held by the
Company at the dates indicated.

BOOK VALUE OF SECURITIES

<TABLE>
<CAPTION>
DECEMBER 31,
1993 1994 1995
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS)
U.S. Treasury................................................................................... $5,526 $4,889 $ 5,952
U.S. government agencies........................................................................ 1,067 1,044 11,546
State, county and municipal securities.......................................................... 1,318 1,684 4,550
Mortgage-backed securities...................................................................... 38 -- 398
Total securities......................................................................... $7,949 $7,617 $22,446
</TABLE>

<PAGE>
The following table sets forth the scheduled maturities and average yields
of securities held at December 31, 1995.

INVESTMENT SECURITIES MATURITY DISTRIBUTION AND YIELDS

<TABLE>
<CAPTION>
DECEMBER 31, 1995
AFTER ONE BUT AFTER FIVE BUT
WITHIN ONE YEAR WITHIN FIVE WITHIN TEN
YEARS YEARS AFTER TEN YEARS
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
U.S. Treasury............................................ $3,825 6.35 % $2,127 6.49 % $ -- -- % $ -- --%
U.S. government agencies................................. 51 8.25 4,516 6.51 6,978 7.19 -- --
State and political subdivisions......................... 396 5.48 1,636 6.21 322 4.92 2,197 5.84
Total (1)......................................... $4,272 6.29 % $8,279 6.44 % $7,300 7.09 % $2,197 5.84%
</TABLE>

(1) Excludes mortgage-backed securities totaling $397,802 with a yield of 6.88%.

Other attributes of the securities portfolio, including yields and
maturities, are discussed above in " -- Net Interest Income -- Interest
Sensitivity."

SHORT-TERM INVESTMENTS. Short-term investments, which consist primarily of
federal funds sold and interest-bearing deposits with other banks, averaged $1.8
million in 1995, compared to $1.1 million in 1994 and $1.7 million in 1993. At
December 31, 1995, short-term investments totaled $2.3 million. These funds are
a primary source of the Existing Banks' liquidity and are generally invested in
an earning capacity on an overnight basis.

DEPOSITS AND OTHER INTEREST-BEARING LIABILITIES

Average interest-bearing liabilities increased $11.9 million, or 24.8%, to
$60.0 million in 1995, from $48.1 million in 1994. Average interest-bearing
deposits increased $10.0 million, or 24.4%, to $50.9 million in 1995, from $40.9
million in 1994. These increases resulted from increases in all categories of
interest-bearing liabilities, primarily as a result of the opening of the
Clemson Bank and the Greenwood Bank branch. The Company has also been able to
attract new accounts from former South Carolina-based banks that have been
acquired by large southeastern regional bank holding companies.

DEPOSITS. Average total deposits increased $12.0 million, or 25.4%, to
$59.1 million during 1995, from $47.1 million during 1994. At December 31, 1995,
total deposits were $73.1 million compared to $49.1 million a year earlier, an
increase of 48.8%.

The following table sets forth the deposits of the Company by category at
the dates indicated.

DEPOSITS
<TABLE>
<CAPTION>
DECEMBER 31,
1991 1992 1993 1994 1995
PERCENT PERCENT PERCENT PERCENT
OF OF OF OF
AMOUNT DEPOSITS AMOUNT DEPOSITS AMOUNT DEPOSITS AMOUNT DEPOSITS AMOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Demand deposit
accounts............... $3,023 8.83% $4,620 11.28% $4,974 10.81% $6,968 14.18% $9,447
NOW accounts............. 3,190 9.32 5,161 12.60 5,050 10.98 7,158 14.56 8,028
Money market accounts.... 6,405 18.70 6,179 15.08 5,679 12.35 4,815 9.80 9,498
Savings accounts......... 3,695 10.79 5,009 12.23 6,360 13.83 6,818 13.87 7,922
Time deposits less than
$100,000............... 11,203 32.71 14,193 34.64 15,503 33.71 15,893 32.34 26,161
Time deposits of $100,000
or over................ 6,729 19.65 5,808 14.18 8,426 18.32 7,494 15.25 12,082
Total deposits..... $34,245 100.00% $40,970 100.00% $45,992 100.00% $49,146 100.00% $73,138

<CAPTION>
PERCENT
OF
DEPOSITS
<S> <C>
Demand deposit
accounts............... 12.92%
NOW accounts............. 10.98
Money market accounts.... 12.99
Savings accounts......... 10.83
Time deposits less than
$100,000............... 35.77
Time deposits of $100,000
or over................ 16.52
Total deposits..... 100.00%
</TABLE>

Core deposits, which exclude certificates of deposit of $100,000 or more,
provide a relatively stable funding source for the Company's loan portfolio and
other earning assets. The Company's core deposits increased $19.4 million in
1995 primarily as a result of the opening of the Clemson Bank and a Greenwood
Bank branch in Ninety Six, South Carolina.

<PAGE>
Deposits, and particularly core deposits, have historically been the
Company's primary source of funding and have enabled the Company to meet
successfully both its short-term and long-term liquidity needs. Management
anticipates that such deposits will continue to be the Company's primary source
of funding in the future. The Company's loan-to-deposit ratio was 86.4% at
December 31, 1995, and 102.9% at the end of 1994, and the ratio averaged 93.0%
during 1995. The maturity distribution of the Company's time deposits over
$100,000 at December 31, 1995, is set forth in the following table.

MATURITIES OF CERTIFICATES OF DEPOSIT
OF $100,000 OR MORE

<TABLE>
<CAPTION>
DECEMBER 31, 1995
AFTER THREE AFTER SIX
WITHIN THREE THROUGH THROUGH AFTER TWELVE
MONTHS SIX MONTHS TWELVE MONTHS MONTHS TOTAL
<S> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Certificates of deposit of $100,000 or more.............. $5,415 $ 4,509 $ 1,363 $795 $12,082
</TABLE>

Approximately 44.8% of the Company's time deposits over $100,000 had
scheduled maturities within three months and more than 80.0% had maturities
within six months. Large certificate of deposit customers tend to be extremely
sensitive to interest rate levels, making these deposits less reliable sources
of funding for liquidity planning purposes than core deposits. Some financial
institutions partially fund their balance sheets using large certificates of
deposit obtained through brokers. These brokered deposits are generally
expensive and are unreliable as long-term funding sources. Accordingly, the
Company does not actively buy brokered deposits; however, the Clemson Bank had
used approximately $1.2 million in brokered deposits to fund assets at December
31, 1995. Brokered deposits are not expected to be a funding strategy in the
future.

BORROWED FUNDS. Borrowed funds consist primarily of short-term borrowings
in the form of federal funds purchased from correspondent banks, securities sold
under agreements to repurchase, and advances from the Federal Home Loan Bank.

Average short-term borrowings were $4.1 million in the 1996 interim period,
an increase of $2.4 million from the 1995 interim period. Average Federal Home
Loan Bank advances during the 1996 interim period were $5.6 million compared to
$6.7 million for the 1995 interim period, a decrease of $1.1 million. Although
management expects to continue using short-term borrowing and Federal Home Loan
Bank advances as secondary funding sources, core deposits will continue to be
the Company's primary funding source.

CAPITAL

The Federal Reserve Board and bank regulatory agencies require bank holding
companies and financial institutions to maintain capital at adequate levels
based on a percentage of assets and off-balance sheet exposures, adjusted for
risk weights ranging from 0% to 100%. Under the risk-based standard, capital is
classified into two tiers. The Federal Reserve guidelines contain an exemption
from the capital requirements for bank holding companies with less than $150
million in consolidated assets. Prior to the Offering, the Company has had less
than $150 million in assets and, consequently, has not been subject to these
rules. Following the Offering and the Acquisition, however, the Company expects
to have in excess of $150 million, in which case the Federal Reserve's
requirements will apply to the Company. Tier 1 capital of the Company consists
of common shareholders' equity, excluding the unrealized gain (loss) on
available-for-sale securities, minus certain intangible assets. The Company's
Tier 2 capital consists of general reserve for loan losses subject to certain
limitations. A bank holding company's qualifying capital base for purposes of
its risk-based capital ratio consists of the sum of its Tier 1 and Tier 2
capital. The regulatory minimum requirements are 4% for Tier 1 and 8% for total
risk-based capital.

The holding company and banking subsidiaries are also required to maintain
capital at a minimum level based on total assets, which is known as the leverage
ratio. Only the strongest bank holding companies and banks are allowed to
maintain capital at the minimum requirement. All others are subject to
maintaining ratios 100 to 200 basis points above the minimum.

<PAGE>
The Company exceeded the Federal Reserve's fully phased-in regulatory
capital ratios at September 30, 1996, and December 31, 1995, 1994 and 1993, as
set forth in the following table.

ANALYSIS OF CAPITAL

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1993 1994 1995 1996
<S> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Tier 1 capital................................................................ $ 5,368 $ 6,131 $12,693 $13,346
Tier 2 capital................................................................ 567 580 671 780
Total qualifying capital.................................................... $ 5,935 $ 6,711 $13,346 $14,126
Risk-adjusted total assets (including
off-balance sheet exposures)................................................ $49,276 $55,516 $68,743 $83,222
Tier 1 risk-based capital ratio............................................... 10.89% 11.04% 18.46% 16.04%
Total risk-based capital ratio................................................ 12.04 12.09 19.41 16.97
Tier 1 leverage ratio......................................................... 9.10 9.42 13.21 11.97
</TABLE>

Each of the Existing Banks is required to maintain risk-based and leverage
ratios similar to those required for the Company. Each of the Existing Banks
exceeded these regulatory capital ratios at September 30, 1996, as set forth in
the following table.

BANK CAPITAL RATIOS

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
TIER 1 TOTAL TIER 1
RISK-BASED RISK-BASED LEVERAGE
<S> <C> <C> <C>
Greenwood Bank............................................................................ 10.23% 11.20% 7.48%
Clemson Bank.............................................................................. 32.64 33.69 25.26
</TABLE>

Following the purchase of the New Banks and the assumption of the Carolina
First Deposits and the purchase of the Carolina First Loans and Carolina First
Assets associated with the Carolina First Branches, and assuming net proceeds of
$14.8 million from the Offering, the Company's Tier 1 leverage ratio will
increase from 11.97% to 14.10% and its tangible book value per share will
decrease from $10.84 to $9.16, and the capital ratios of the Existing Banks will
not be affected.

LIQUIDITY MANAGEMENT AND CAPITAL RESOURCES

Liquidity management involves monitoring the Company's sources and uses of
funds in order to meet its day-to-day cash flow requirements while maximizing
profits. Liquidity represents the ability of a company to convert assets into
cash or cash equivalents without significant loss and to raise additional funds
by increasing liabilities. Without proper liquidity management, the Company
would not be able to perform the primary function of a financial intermediary
and would, therefore, not be able to meet the needs of the communities it
serves.

Liquidity management is made more complex because different balance sheet
components are subject to varying degrees of management control. For example,
the timing of maturities of the investment portfolio is very predictable and
subject to a high degree of control at the time investment decisions are made.
However, net deposit inflows and outflows are far less predictable and are not
subject to nearly the same degree of control.

During 1995, management implemented strategies to decrease the
loans-to-assets and loans-to-funds ratios. The Company continues to operate
within the recommendations of the Board of Directors with a loans-to-assets
ratio of 68.1% and a loans-to-funds ratio of 78.2% as of September 30, 1996.
Although the amount of advances from the FHLB has decreased approximately $1.2
million from the December 31, 1995 balance of approximately $6.2 million,
management expects to continue using these advances as a source of funding.
Additionally, the Company has approximately $10.7 million of unused lines of
credit for federal funds purchases and approximately $3.6 million of an
unsecured line of credit available to it. The Company also has approximately
$23.3 million of securities available for sale as a secondary source of
liquidity.

The Company depends on dividends from the Existing Banks as its primary
source of liquidity. The ability of the Banks to pay dividends is subject to
general regulatory restrictions which may, but are not expected to, have a
material negative

<PAGE>
impact on the liquidity available to the Company. The Company does not plan to
pay cash dividends for the near term. The Company has paid stock dividends in
September 1993, April 1994, June 1995, and April 1996 and may do so in the
future.

The Company financed the formation of the Greenwood Bank and the Company's
initial operations with the proceeds of a $5.0 million offering of Common Stock
in 1988, of which $4.0 million was used to capitalize the Greenwood Bank. In
addition, the Company raised approximately $6.25 million through an offering of
Common Stock in 1995. The Company used $4.5 million of the proceeds of this
offering to capitalize the Clemson Bank and used the balance to purchase
computer and other equipment, to open a new branch in Ninety Six, South
Carolina, and for general working capital. The Company intends to use the net
proceeds of the Offering to capitalize each of the New Banks. See "Use of
Proceeds." The Company anticipates that the net proceeds of the Offering will be
adequate for the capitalization of each New Bank and the Company's capital needs
for the foreseeable future. However, the State Board could require the Company
to increase the capitalization of any of the Banks. See "Risk Factors." In such
event, the Company would likely fund the increased capitalization through the
use of any remaining net proceeds of the Offering, from dividends from the
Existing Banks (to the extent available), or through loans from third parties
(subject to obtaining regulatory approval). See "Government Supervision and
Regulation -- Dividends."

ACCOUNTING RULE CHANGES

ACCOUNTING FOR STOCK-BASED COMPENSATION. In October 1995, the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") 123, "Accounting for Stock-Based Compensation," effective for
transactions entered into in fiscal years that begin after December 15, 1995.
SFAS 123 recommends that companies account for stock compensation on a fair
value based method which requires compensation cost to be measured at the grant
date based on the value of the award and to be recognized over the service
period. As an alternative, companies may continue to record compensation cost
based on the excess, if any, of the quoted market price of the stock at the
grant date (or other measurement date) over the amount an employee must pay to
acquire the stock. However, if a company elects this method, it must include in
the financial statements certain disclosures which reflect pro forma amounts as
if the fair value method had been used. As permitted by SFAS 123, the Company
will continue its current method of accounting for stock options with pro forma
amounts disclosed in the financial statements.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF. In March 1995, the FASB issued SFAS 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." SFAS 121 establishes standards for the identification of long-lived assets,
certain identifiable intangibles and goodwill that may need to be written down
because of an entity's inability to recover the assets' carrying values. Assets
covered by this standard should be reported at the lesser of their carrying
amount or fair value less cost to sell. Impairment losses, if any, should be
reported in the period in which the recognition criteria are first applied and
met. This standard does not apply to core deposit intangibles, mortgage and
other servicing rights, or deferred tax assets. The effect of this standard on
the Company's net income has not yet been determined but is not expected to be
material. SFAS 121 is effective for fiscal years beginning after December 15,
1995.

IMPACT OF INFLATION

Unlike most industrial companies, the assets and liabilities of financial
institutions such as the Company and its subsidiaries are primarily monetary in
nature. Therefore, interest rates have a more significant effect on the
Company's performance than do the effects of changes in the general rate of
inflation and change in prices. In addition, interest rates do not necessarily
move in the same direction or in the same magnitude as the prices of goods and
services. As discussed previously, management seeks to manage the relationships
between interest sensitive assets and liabilities in order to protect against
wide interest rate fluctuations, including those resulting from inflation. See
" -- Net Interest Income -- Interest Sensitivity" and "Risk
Factors -- Government Regulation."

INDUSTRY DEVELOPMENTS

Certain recently enacted and proposed legislation could have an effect on
both the costs of doing business and the competitive factors facing the
financial institutions industry. The Company is unable at this time to assess
the impact of this legislation on its financial condition or results of
operations. See "Government Supervision and Regulation -- General."

<PAGE>
BUSINESS

GENERAL

In 1994, the Company made the strategic decision to expand beyond the
Greenwood County area by creating an organization of independently managed
community banks that serve their respective local markets but which share a
common vision and benefit from the strength, resources, and economies of a
larger institution. In June 1995, the Company opened the Clemson Bank in
Clemson, South Carolina. The Company is in the process of acquiring the three
New Banks which are being formed in Belton, Barnwell, and Newberry, South
Carolina. The Company intends to open the Belton Bank and Newberry Bank in
traditional de novo fashion by capitalizing the banks and seeking local deposits
to fund loan growth. In contrast, immediately after opening, the Barnwell Bank
will acquire certain deposits and assets associated with the Carolina First
Branches. As of September 30, 1996, the Carolina First Branches had
approximately $53.1 million in deposits and $17.4 million in loans. The Company
anticipates that the Barnwell Bank and the Belton Bank will open during the
first quarter of 1997, and that the Newberry Bank will open in the second
quarter of 1997.

As a one-bank holding company for the Greenwood Bank, the Company grew from
approximately $39.3 million in assets, $28.4 million in loans, $34.2 million in
deposits, and $4.6 million in shareholders' equity at December 31, 1991, to
approximately $65.1 million in assets, $50.6 million in loans, $49.1 million in
deposits, and $6.1 million in shareholders' equity at December 31, 1994. The
opening of the Clemson Bank in June 1995 resulted in a lowering of the Company's
earnings per share for the year ended December 31, 1995, due to substantial
start-up expenditures, as well as the time required to attract customers,
deposits, and earning assets. The Clemson Bank achieved profitability in
September 1996, and at September 30, 1996, the Company had approximately $111.6
million in assets, $76.0 million in loans, $85.3 million in deposits, and $13.3
million in shareholders' equity. Based upon levels at September 30, 1996, and
giving effect to this Offering and the acquisition of certain deposits and
assets associated with the Carolina First Branches, the Company would have
approximately $179.9 million in assets, $93.4 million in loans, $138.3 million
in deposits, and $28.0 million in shareholders' equity.

OPERATING STRATEGY

INDEPENDENT COMMUNITY BANKS. The foundation of the Company's strategy is to
operate a multi-community bank organization which emphasizes decision-making at
the local Bank level combined with strong corporate technological, marketing,
and managerial support. The Company's operating model is for each Bank to
operate with independent management and Boards of Directors consisting of
individuals with extensive knowledge of the local community and the authority to
make credit decisions. The Company believes this operating strategy has enabled
the Existing Banks, and will enable the New Banks, to attract customers who wish
to conduct their business with a locally owned and managed institution with
strong ties and an active commitment to the community.

CENTRALIZED CORPORATE SUPPORT. The Company intends to provide the Banks
with strong support from its corporate office, including centralized policy
oversight, back-office support, credit review, and strategic planning. This
corporate support system will enable the Company to achieve administrative
economies of scale while capitalizing on the responsiveness to client needs of
its decentralized community bank network. With the support from its significant
investment in infrastructure, particularly a management information system which
will link the Company to the Banks and facilitate data processing, compliance,
and reporting requirements, the Company believes it has the operational and
administrative capacity to accommodate the addition of the New Banks and
effectively manage the Company's growth for the foreseeable future.

<PAGE>
LOCAL OWNERSHIP. The management of each Bank believes that each Bank's
ability to compete with other financial institutions in its respective market
area is enhanced by its posture as a locally managed bank with a broad base of
local ownership. The organizers of each of the New Banks, all of whom reside in
the market area in which their respective Bank operates, have indicated that
they each intend to purchase a significant amount of Common Stock in the
Offering. In addition, the Company anticipates a significant percentage of the
remaining shares of Common Stock sold in the Offering will be sold to
individuals residing in the areas served by the Banks. The Company believes that
local ownership of the Company's Common Stock is a highly effective means of
attracting customers, fostering loyalty to the Banks, and maintaining asset
quality.

OUTSTANDING ASSET QUALITY. The Company believes that the outstanding asset
quality it has experienced to date is principally due to the closeness of the
lenders, senior officers, and directors of the Existing Banks to their customers
and their significant knowledge of the communities in which they reside. Over
the five year period ended December 31, 1995, the Company had an average net
charge-off ratio of 0.09%. The Company believes that it has assembled a team of
highly skilled, experienced bankers to operate the New Banks and anticipates
that these senior officers, combined with committed Boards of Directors with
significant ownership interest in the Company, will enable the New Banks to
maintain the excellent asset quality the Company has experienced.

GROWTH STRATEGY

Following the Offering, the Company intends to focus on the development of
the New Banks and the continued growth of the Existing Banks. Each Bank's growth
is expected to come primarily from within such Bank's primary market area
through increased loan and deposit business. The Company will continue to focus
on acquiring market share, particularly from the large southeastern regional
bank holding companies, by emphasizing local management and decision-making and
personal services to business customers and individuals. Specifically, the
Company's competitive strategy consists of approving loan requests more quickly
with a local loan committee, operating with more flexible, but equally prudent,
lending policies, personalizing service by establishing a long-term banking
relationship with the customer, and having a higher ratio of employees to
customers to ensure a higher level of service. A key element of the Company's
near term growth strategy is to grow the New Banks and the Clemson Bank, which
achieved profitability in September 1996, into high performing community banking
institutions whose assets and expenses are appropriate for their levels of
capitalization and which will become major contributors to the Company's
earnings. While the Company does not intend actively to search for opportunities
to expand into additional markets, the Company may consider opportunities that
arise from time to time, though most likely through acquisitions of existing
institutions or branches rather than through formation of additional de novo
banks. The Company has no specific acquisition plans at the current time other
than the New Banks and the Carolina First Branches.

MARKET AREAS

The Company currently operates principally in two market areas: (1)
Greenwood County, South Carolina; and (2) Pickens County, South Carolina. The
Company will also operate in the following three primary market areas upon the
acquisition of the New Banks: (1) Anderson County, South Carolina; (2) Barnwell
County, South Carolina; and (3) Newberry County, South Carolina. Upon the
acquisition of the Carolina First Branches, the Barnwell Bank will also have an
office in each of Aiken and Orangeburg Counties, South Carolina.

ANDERSON COUNTY. The Company intends to serve the Anderson County, South
Carolina area through the Belton Bank. The city of Belton is located in Anderson
County and has a population of approximately 4,646. The city of Belton is
located 11 miles from the city of Anderson, the county seat of Anderson County.
As of December 1995, Anderson County had a population of approximately 152,600.
In 1990, Anderson County had a per capita income of approximately $12,027, as
compared to $11,897 for the State of South Carolina as a whole, and $14,420 for
the United States as a whole. As of October 1996, the unemployment rate for the
county was 5.0%. The economic base for Anderson County relies heavily upon
manufacturing, as well as retail and wholesale trade.

BARNWELL COUNTY. The Company intends to serve the Barnwell County, South
Carolina area through the Barnwell Bank. The city of Barnwell, located 60 miles
from Columbia, South Carolina, is the county seat of Barnwell County and has a
population of approximately 6,000. As of December 1995, Barnwell County had a
population of approximately 21,000. In 1990, Barnwell County had a per capita
income of approximately $10,611. As of October 1996, the unemployment rate for
the county was 11.1%. The economic base for Barnwell County relies heavily upon
manufacturing.

GREENWOOD COUNTY. The Company serves the Greenwood County, South Carolina
area through the Greenwood Bank. The city of Greenwood, located 43 miles from
Greenville, South Carolina, is the county seat of Greenwood County and has a

<PAGE>
population of approximately 21,000. As of December 1995, Greenwood County had a
population of approximately 61,500. In 1990, Greenwood County had a per capita
income of approximately $11,429. As of October 1996, the unemployment rate for
the county was 7.0%. The economic base for Greenwood County relies heavily upon
manufacturing.

NEWBERRY COUNTY. The Company intends to serve the Newberry County, South
Carolina area through the Newberry Bank. The city of Newberry, located 35 miles
from Columbia, South Carolina, is the county seat of Newberry County and has a
population of approximately 10,850. As of December 1995, Newberry County had a
population of approximately 34,100. In 1990, Newberry County had a per capita
income of $10,487. As of October 1996, the unemployment rate for the county was
5.7%. The economic base for Newberry County relies heavily upon manufacturing.

PICKENS COUNTY. The Company serves the Pickens County, South Carolina area
through the Clemson Bank. The city of Clemson, located 30 miles from Greenville,
South Carolina, is the home of Clemson University and has a permanent population
of approximately 11,000. As of December 1995, Pickens County had a population of
approximately 102,000. In 1990, Pickens County had a per capita income of
approximately $11,427. As of October 1996, the unemployment rate for the county
was 4.1%. The economic base for Pickens County relies heavily upon Clemson
University and manufacturing.

THE EXISTING BANKS

The Greenwood Bank, a state chartered Federal Reserve member bank, has
three banking locations, two of which are located in Greenwood, South Carolina,
and the other located in Ninety Six, South Carolina. The Clemson Bank, a state
chartered nonmember bank, has one banking location located in Clemson, South
Carolina.

The following table sets forth certain information concerning the Greenwood
Bank and the Clemson Bank at September 30, 1996:

<TABLE>
<CAPTION>
NUMBER OF TOTAL TOTAL TOTAL
BANK LOCATIONS ASSETS LOANS DEPOSITS
<S> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
Greenwood Bank................................................................... 3 $91,676 $65,176 $ 73,217
Clemson Bank..................................................................... 1 16,642 10,847 12,466
</TABLE>

Each Existing Bank offers a full range of commercial banking services,
including checking and savings accounts, NOW accounts, IRA accounts, and other
savings and time deposits of various types ranging from money markets to
long-term certificates of deposit. The Existing Banks also offer a full range of
consumer credit and short-term and intermediate-term commercial and personal
loans. Each Existing Bank conducts residential mortgage loan origination
activities pursuant to which mortgage loans are sold to investors in the
secondary markets. Servicing of such loans is not retained by the Existing
Banks.

The Greenwood Bank also offers trust and related fiduciary services.
Discount securities brokerage services are available through a third-party
brokerage service which has contracted with Community Financial Services, Inc.,
a wholly-owned subsidiary of the Greenwood Bank.

The Company performs data processing functions for the Existing Banks upon
terms that the managements of both Existing Banks believe is competitive with
those offered by unaffiliated third-party service bureaus. The Company also
administers certain operating functions for the Existing Banks where cost
savings can be achieved. Included in such operations are regulatory compliance,
personnel, and internal audit functions. The Company's costs associated with the
performance of such services are allocated between the Existing Banks based on
each Bank's total assets.

THE NEW BANKS

The Company intends to open the Belton Bank and the Newberry Bank in
traditional de novo fashion, capitalizing the banks with $3.5 million and $3.3
million, respectively, and seeking local deposits to fund loan growth. The
Company, however, intends to capitalize the Barnwell Bank with $7.0 million and
for the Barnwell Bank to acquire the five Carolina First Branches. As of
September 30, 1996, the Carolina First Branches had approximately $53.1 million
in deposits and $17.4 million in loans. The Company anticipates that this
acquisition will be consummated by the end of the first quarter of 1997. See
"Risk Factors -- General Risks of the Acquisition of the Carolina First
Branches" and " -- No Assurance of Obtaining Regulatory Approvals for the New
Banks."

Each New Bank will engage in the commercial banking business in their
respective communities. The Company believes that there is a need for, and that
the Barnwell, Belton, and Newberry communities will support, a new locally

<PAGE>
operated community bank in their respective counties. Although the Company could
obtain a banking presence in the Barnwell, Belton, or Newberry markets by
opening a branch office of one of the Existing Banks there, management of the
Company believes that separate banks with their own local boards of directors
and their own policies, tailored to the local market, is a preferable approach.
Each New Bank will provide personalized banking services, with emphasis on the
financial needs and objectives of individuals and small to medium-sized
businesses. Additionally, substantially all credit and related decisions will be
made by the Bank's local management and board of directors, thereby facilitating
prompt response. Each New Bank will emphasize a commitment to the industrial and
business growth of its primary market area.

The principal business of each New Bank will be to accept deposits from the
public and to make loans and other investments. Each New Bank intends to offer
the same full range of deposit and other services that are currently offered by
the Existing Banks. See "The Existing Banks." The principal sources of funds for
each New Bank's loans and investments are expected to be demand, time, savings
and other deposits, repayment of loans, and borrowings. In addition, a portion
of the net proceeds of this Offering, once contributed to the capital of each
New Bank, will be used by each New Bank to fund loans. The principal source of
income for each New Bank is expected to be interest collected on loans and other
investments. The principal expenses of each New Bank are expected to be interest
paid on savings and other deposits, employee compensation, office expenses, and
other overhead expenses. Initially, the New Banks will not offer trust or
fiduciary services.

Each New Bank will use facilities of the Company for data processing which
should result in a significant monetary savings for each New Bank. The Company
owns its computer and item-sorting equipment. The capacity of such equipment
considerably exceeds the initial needs of the Existing Banks, and therefore, the
Company will be able to provide data processing services to the New Banks.
Presently, financial institutions in South Carolina that elect not to install
on-premises data processing capability purchase data processing services from
service bureaus. The Company will be able to offer such services to the New
Banks upon terms that management believes would be competitive with those
offered by such service bureaus. It is likely that the Banks will also elect to
jointly administer certain operating functions between themselves where cost
savings can be achieved. Included in possible shared operations are regulatory
compliance, accounts payable, personnel, and internal audit functions.

LENDING ACTIVITIES

GENERAL. Through the Banks, the Company offers a range of lending services,
including real estate, consumer, and commercial loans, to individuals and small
business and other organizations that are located in or conduct a substantial
portion of their business in the Banks' market areas. The Company's total loans
at September 30, 1996, were $76.0 million, or 75.0% of total earning assets. The
interest rates charged on loans vary with the degree of risk, maurity, and
amount of the loan, and are further subject to competitive pressures, money
market rates, availability of funds, and government regulations. The Company has
no foreign loans or loans for highly leveraged transactions.

The Company's primary focus has been on commercial and installment lending
to individuals and small to medium-sized businesses in its market areas, as well
as residential mortgage loans. These loans totaled approximately $54.6 million,
and constituted approximately 86.5% of the Company's loan portfolio, at December
31, 1995.

The following table sets forth the composition of the Company's loan
portfolio for each of the five years in the period ended December 31, 1995.

LOAN COMPOSITION
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31,
1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C>
Commercial, financial and agricultural................................. 38.41% 25.90% 23.94% 24.19% 21.12%
Real estate:
Construction......................................................... 10.76 6.48 25.89 11.68 13.42
Mortgage:
Residential....................................................... 27.97 32.32 25.22 29.62 35.62
Commercial(1)..................................................... 15.02 27.79 16.81 26.57 22.45
Consumer and other..................................................... 7.84 7.51 8.14 7.94 7.39
Total loans..................................................... 100.00% 100.00% 100.00% 100.00% 100.00%
Total loans (dollars)........................................... $28,412 $34,493 $44,634 $50,565 $63,204
</TABLE>

(1) The majority of these loans are made to operating businesses where real
property has been taken as additional collateral.

<PAGE>
CREDIT PROCEDURES AND REVIEW

LOAN APPROVAL. Certain credit risks are inherent in making loan. These
include prepayment risks, risks resulting from uncertainties in the future value
of collateral, risks resulting from changes in economic and industry conditions,
and risks inherent in dealing with individual borrowers. In particular, longer
maturities increase the risk that economic conditions will change and adversely
affect collectibility. The Company attempts to minimize loan losses through
various means and uses standardized underwriting criteria. These means include
the use of policies and procedures including officer and customer lending
limits, and loans in excess of certain limits must be approved by the Board of
Directors of the relevant Banks.

LOAN REVIEW. The company has a continuous loan review process designed to
promote early identification of credit quality problems. All loan officers are
charged with the responsibility of reviewing all past due loans in their
respective portfolios. Each of the Banks establishes watch lists of potential
problem loans.

DEPOSITS

The principal sources of funds for the Banks are core deposits, consisting
of demand deposits, interest-bearing transaction accounts, money market
accounts, saving deposits, and certificates of deposit. Transaction accounts
include checking and negotiable order of withdrawal (NOW) accounts which
customers use for cash management and which provide the Banks with a source of
fee income and cross-marketing opportunities, as well as a low-cost source of
funds. Time and savings accounts also provide a relatively stable source of
funding. The largest source of funds for the Banks is certificates of deposit.
Certificates of deposit in excess of $100,000 are held primarily by customers in
the Banks' market areas. Deposit rates are set weekly by senior management of
each of the Banks, subject to approval by management of the Company. Management
believes that the rates the Banks offer are competitive with other institutions
in the Banks' market areas.

COMPETITION

Banks generally compete with other financial institutions through the
selection of banking products and services offered, the pricing of services, the
level of service provided, the convenience and availability of services and the
degree of expertise and the personal manner in which services are offered. South
Carolina law permits statewide branching by banks and savings institutions, and
many financial institutions in the state have branch networks. Consequently,
commercial banking in South Carolina is highly competitive. South Carolina law
also permits regional interstate banking whereby bank holding companies in
certain southeastern states are allowed to acquire depository institutions
within South Carolina. Many large banking organizations currently operate in the
respective market areas of the Banks, several of which are controlled by
out-of-state ownership. In addition, competition between commercial banks and
thrift institutions (savings institutions and credit unions) has been
intensified significantly by the elimination of many previous distinctions
between the various types of financial institutions and the expanded powers and
increased activity of thrift institutions in areas of banking which previously
had been the sole domain of commercial banks. Recent legislation, together with
other regulatory changes by the primary regulators of the various financial
institutions, has resulted in the almost total elimination of practical
distinctions between a commercial bank and a thrift institution. Consequently,
competition among financial institutions of all types is largely unlimited with
respect to legal ability and authority to provide most financial services.
Furthermore, as a consequence of legislation recently enacted by the United
States Congress, out-of-state banks not previously allowed to operate in South
Carolina will be allowed to commence operations and compete in the Banks'
primary service areas if the South Carolina legislature does not elect to limit
the reach of such federal legislation within South Carolina. See "Government
Supervision and Regulation -- Interstate Banking."

Each of the Banks faces increased competition from both federally-chartered
and state-chartered financial and thrift institutions, as well as credit unions,
consumer finance companies, insurance companies and other institutions in the
Banks' respective market areas. Some of these competitors are not subject to the
same degree of regulation and restriction imposed upon the Banks. Many of these
competitors also have broader geographic markets and substantially greater
resources and lending limits than the Banks and offer certain services such as
trust banking that the Banks, other than the Greenwood Bank, do not currently
provide. In addition, many of these competitors have numerous branch offices
located throughout the extended market areas of the Banks that the Company
believes may provide these competitors with an advantage in geographic
convenience that the Banks do not have at present. Such competitors may also be
in a position to make more effective use of media advertising, support services,
and electronic technology than can the Banks.

Currently there are five other commercial banks, two savings institutions,
and seven credit unions operating in the Greenwood Bank's primary service area,
and six other commercial banks, no savings institutions, and one credit union

<PAGE>
operating in the Clemson Bank's primary service area. Currently there are two
other commercial banks, two savings institutions, and one credit union operating
in the Belton Bank's primary service area; four other commercial banks, one
savings institution, and one credit union operating in the Newberry Bank's
primary service area; and two other commercial banks, one savings institution,
and one credit union operating in the Barnwell Bank's primary service area.

LEGAL PROCEEDINGS

In the ordinary course of operations, the Company and the Banks are parties
to various legal proceedings. Management does not believe that there is any
pending or threatened proceeding against the Company or any of the Banks which,
if determined adversely, would have a material effect on the business, results
of operations, or financial position of the Company or any of the Banks.

GOVERNMENT SUPERVISION AND REGULATION

GENERAL

On September 4, 1996, the organizers of the Belton Bank received
conditional approval from the State Board for a state bank charter for the
Belton Bank. On November 26, 1996, the organizers of the Barnwell Bank amended
their application to the State Board for approval of a state bank charter for
the Barnwell Bank. The Company anticipates that the State Board review and
approval process will be completed for the Belton Bank and the Barnwell Bank
during the first quarter of 1997. The Company is in the process of applying to
the State Board and the Federal Reserve Board to acquire the New Banks as well
as applying for deposit insurance. The Company anticipates that the organizers
of the Newberry Bank will apply to the State Board for approval of a state bank
charter for the Newberry Bank prior to the end of the first quarter of 1997.

The Company and the Banks are subject to an extensive collection of state
and federal banking laws and regulations which impose specific requirements and
restrictions on, and provide for general regulatory oversight with respect to,
virtually all aspects of the Company's and the Banks' operations. The Company
and the Banks are also affected by government monetary policy and by regulatory
measures affecting the banking industry in general. The actions of the Federal
Reserve System affect the money supply and, in general, the Banks' lending
abilities in increasing or decreasing the cost and availability of funds to the
Banks. Additionally, the Federal Reserve System regulates the availability of
bank credit in order to combat recession and curb inflationary pressures in the
economy by open market operations in United States government securities,
changes in the discount rate on member bank borrowings, changes in the reserve
requirements against bank deposits and limitations on interest rates which banks
may pay on time and savings deposits.

During 1989 and 1991, the United States Congress enacted two major pieces
of banking legislation: The Financial Institutions Reform, Recovery and
Enforcement Act of 1989 ("FIRREA") and the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"). FIRREA and FDICIA have significantly changed
the commercial banking industry through, among other things, revising and
limiting the types and amounts of investment authority, significantly increasing
minimum regulatory capital requirements, and broadening the scope and power of
federal bank and thrift regulators over financial institutions and affiliated
persons in order to protect the deposit insurance funds and depositors. These
laws, and the resulting implementing regulations, have subjected the Banks and
the Company to extensive regulation, supervision and examination by the FDIC.
This change has resulted in increased administrative, professional and
compensation expenses in complying with a substantially increased number of new
regulations and policies. The regulatory structure created by these laws gives
the regulatory authorities extensive authority in connection with their
supervisory and enforcement activities and examination policies.

The following is a brief summary of certain statutes, rules and regulations
affecting the Company and the Banks. This summary is qualified in its entirety
by reference to the particular statutory and regulatory provisions referred to
below and is not intended to be an exhaustive description of the statutes or
regulations applicable to the business of the Company and the Banks. Any change
in applicable laws or regulations may have a material adverse effect on the
business and prospects of the Company and the Banks.

THE COMPANY

The Company is a bank holding company within the meaning of the Federal
Bank Holding Company Act of 1956, as amended (the "BHCA"), and the South
Carolina Banking and Branching Efficiency Act of 1996, as amended (the "South
Carolina Act"). The Company is registered with both the Federal Reserve System
and the State Board. The Company is

<PAGE>
required to file with both of these agencies annual reports and other
information regarding its business operations and those of its subsidiaries. It
is also subject to the supervision of, and to regular examinations by, these
agencies.

The BHCA requires every bank holding company to obtain the prior approval
of the Federal Reserve Board before (i) it or any of its subsidiaries (other
than a bank) acquires substantially all of the assets of any bank, (ii) it
acquires ownership or control of any voting shares of any bank if after such
acquisition it would own or control, directly or indirectly, more than 5% of the
voting shares of such bank, or (iii) it merges or consolidates with any other
bank holding company. Under the South Carolina Act, it is unlawful without the
prior approval of the South Carolina Board for any South Carolina bank holding
company (i) to acquire direct or indirect ownership or control of more than 5%
of the voting shares of any bank or any other bank holding company, (ii) to
acquire all or substantially all of the assets of a bank or any other bank
holding company, or (iii) to merge or consolidate with any other bank holding
company.

The BHCA and the Federal Change in Bank Control Act, together with
regulations promulgated by the Federal Reserve Board, require that, depending on
the particular circumstances, either the Federal Reserve Board's approval must
be obtained or notice must be furnished to the Federal Reserve Board and not
disapproved prior to any person or company acquiring control of a bank holding
company, such as the Company, subject to certain exemptions for certain
transactions.

Under the BHCA, a bank holding company is generally prohibited from
engaging in, or acquiring direct or indirect control of more than 5% of the
voting shares of any company engaged in, nonbanking activities, unless the
Federal Reserve Board, by order or regulation, has found those activities to be
so closely related to banking or managing or controlling banks as to be a proper
incident thereto. Some of the activities that the Federal Reserve Board has
determined by regulation to be proper incidents to the business of a bank
holding company include making or servicing loans and certain types of leases,
engaging in certain insurance and discount brokerage activities, performing
certain data processing services, acting in certain circumstances as a fiduciary
or investment or financial adviser, owning savings associations and making
investments in certain corporations or projects designed primarily to promote
community welfare. The Company is also restricted in its activities by the
provisions of the Glass-Steagall Act of 1933, which prohibits the Company from
owning subsidiaries that are engaged principally in the issue, flotation,
underwriting, public sale or distribution of securities. The regulatory
requirements to which the Company is subject also set forth various conditions
regarding the eligibility and qualifications of its directors and officers.

THE BANKS

The operations of the Greenwood Bank are, and the New Banks will be,
subject to various statutory requirements and rules and regulations promulgated
and enforced primarily by the State Board, the Federal Reserve System, and the
FDIC. As a South Carolina-chartered banking corporation with FDIC deposit
insurance, the Clemson Bank is also subject to various statutory requirements
and rules and regulations promulgated and enforced primarily by the State Board
and the FDIC. The State Board and the FDIC regulate or monitor all areas of the
Existing Banks', and will regulate and monitor the areas of the New Banks',
respective operations, including security devices and procedures, adequacy of
capitalization and loss reserves, loans, investments, borrowings, deposits,
mergers, issuances of securities, payment of dividends, interest rates payable
on deposits, interest rates or fees chargeable on loans, establishment of
branches, corporate reorganizations, maintenance of books and records, and
adequacy of staff training to carry on safe lending and deposit gathering
practices.

The Federal Reserve and FDIC also require the Banks to maintain certain
capital ratios (see "Federal Capital Regulations"), and the provisions of the
Federal Reserve Act require the Greenwood Bank and the New Banks to observe
certain restrictions on any extensions of credit to the Company, or with certain
exceptions, other affiliates, on investments in the stock or other securities of
other banks, and on the taking of such stock or securities as collateral on
loans to any borrower. In addition, the Banks are prohibited from engaging in
certain tie-in arrangements in connection with any extension of credit, or the
providing of any property or service. The regulatory requirements to which the
Banks are subject also set forth various conditions regarding the eligibility
and qualification of its of directors and officers.

DIVIDENDS

Although the Company is not presently subject to any direct legal or
regulatory restrictions on dividends (other than the South Carolina state
business corporation law requirements that dividends may be paid only if such
payment would not render the Company insolvent or unable to meet its obligations
as they come due), the Company's ability to pay cash dividends will depend
entirely upon the amount of dividends paid by each of the Banks and any other
subsequently acquired entities. The Banks are subject to regulatory restrictions
on the payment of dividends, including the prohibition of payment of dividends
from each Bank's capital. All dividends of the Banks must be paid out of the
respective undivided profits then on

<PAGE>
hand, after deducting expenses, including losses and bad debts. In addition, as
a member of the Federal Reserve System, the Greenwood Bank is prohibited from
declaring a dividend on its shares of common stock until its surplus equals its
stated capital, unless there has been transferred to surplus no less than
one-tenth of such bank's net profits of the preceding two consecutive half-year
periods (in the case of an annual dividend) and the approval of the Federal
Reserve Board is required if the total of all dividends declared by the
Greenwood Bank in any calendar year exceeds the total of its net profits for
that year combined with the Greenwood Bank's retained net profits for the
preceding two years, less any required transfers to surplus. The Banks are
subject to various other federal and state regulatory restrictions on the
payment of dividends, including receipt of the approval of the South Carolina
Commissioner of Banking prior to paying dividends to the Company.

FIRREA

FIRREA was enacted on August 9, 1989, and has had a significant impact on
the operations of all financial institutions, including the Banks. FIRREA, among
other things, abolished the Federal Savings and Loan Insurance Corporation and
established two new insurance funds under the jurisdiction of the FDIC: the
Savings Association Fund and the Bank Insurance Fund (see "FDIC Regulations").
FIRREA also imposed, with certain exceptions, a "cross guaranty" on the part of
commonly controlled depository institutions such as the Banks. Under this
provision, if one depository institution subsidiary of a multi-bank holding
company fails or requires FDIC assistance, the FDIC may assess a commonly
controlled depository institution for the estimated losses suffered by the FDIC.
Consequently, each of the Banks is subject to assessment by the FDIC related to
any loss suffered by the FDIC arising out of the operations of the other Bank.
The FDIC's claim is junior to the claims of nonaffiliated depositors, holders of
secured liabilities, general creditors and subordinated creditors but is
superior to the claims of shareholders.

FDIC REGULATIONS

The FDIC establishes rates for the payment of premiums by federally insured
banks and thrifts for deposit insurance. Deposits in the Banks are insured by
the FDIC up to a maximum amount (generally $100,000 per depositor, subject to
aggregation rules), and the FDIC maintains an insurance fund for commercial
banks with insurance premiums from the industry used to offset losses from
insurance payouts when banks fail. The Existing Banks pay, and the New Banks
will pay, premiums to the FDIC on their deposits. In 1993, the FDIC adopted a
rule which establishes a risk-based deposit insurance premium system for all
insured depository institutions, including the Banks. Under the 1993 rule, a
depository institution pays to the FDIC a premium of from $0.00 to $0.31 per
$100 of insured deposits depending on its capital levels and risk profile, as
determined by its primary federal regulator on a semi-annual basis. During 1996,
each Existing Bank's assessment rate was $500 per quarter for insured deposits.

FEDERAL CAPITAL REGULATIONS

In an effort to achieve a measure of capital adequacy that is more
sensitive to the individual risk profiles of financial institutions, pursuant to
the provisions of the FDICIA, the Federal Reserve Board, the FDIC, and other
federal banking agencies have adopted risk-based capital adequacy guidelines for
banking organizations insured by the FDIC, including each of the Banks. These
guidelines redefine traditional capital ratios to take into account assessments
of risks related to each balance sheet category, as well as off-balance sheet
financing activities. The guidelines define a two-tier capital framework. Tier 1
capital consists of common and qualifying preferred shareholders' equity, less
goodwill and other adjustments. Tier 2 capital consists of mandatory
convertible, subordinated and other qualifying term debt, preferred stock not
qualifying for Tier 1, and the allowance for credit losses up to 1.25% or
risk-weighted assets. Under the guidelines, institutions must maintain a
specified minimum ratio of "qualifying" capital to risk-weighted assets. At
least 50% of an institution's qualifying capital must be "core" or "Tier 1"
capital, and the balance may be "supplementary" or "Tier 2" capital. The
guidelines imposed on the Company and the Banks include a minimum leverage ratio
standard of capital adequacy. The leverage standard requires top-rated
institutions to maintain a minimum Tier 1 capital to assets ratio of 3%, with
institutions receiving less than the highest rating required to maintain a
minimum ratio of 4% or greater, based upon their particular circumstances and
risk profiles. As of December 31, 1995, the guidelines require achievement of a
minimum ratio of total capital to risk-weighted assets of 8% and a minimum ratio
of Tier 1 capital risk-weighted assets of 4%.

Each of the Company's and Existing Bank's leverage and risk-based capital
ratios at September 30, 1996, exceeded their respective fully phased-in minimum
requirements.

<PAGE>
OTHER REGULATIONS

Interest and certain other charges collected or contracted for by the Banks
are subject to state usury laws and certain federal laws concerning interest
rates. The Banks' loan operations are also subject to certain federal laws
applicable to credit transactions, such as the federal Truth-In-Lending Act
governing disclosures of credit terms to consumer borrowers, the Community
Reinvestment Act of 1977 requiring financial institutions to meet their
obligations to provide for the total credit needs of the communities they serve,
including investing their assets in loans to low- and moderate-income borrowers,
the Home Mortgage Disclosure Act of 1975 requiring financial institutions to
provide information to enable public officials to determine whether a financial
institution is fulfilling its obligations to help meet the housing needs of the
community it serves, the Equal Credit Opportunity Act prohibiting discrimination
on the basis of race, creed or other prohibited factors in extending credit, the
Fair Credit Reporting Act governing the manner in which consumer debts may be
collected by collection agencies, and the rules and regulations of the various
federal agencies charged with the responsibility of implementing such federal
laws. The deposit operations of the Banks also are subject to the Right to
Financial Privacy Act, which imposes a duty to maintain confidentiality of
consumer financial records and prescribes procedures for complying with
administrative subpoenas of financial records, and the Electronic Funds Transfer
Act and Regulation E issued by the Federal Reserve Board to implement that Act,
which govern automatic deposits to and withdrawals from deposit accounts and
customers' rights and liabilities arising from the use of automated teller
machines and other electronic banking services.

INTERSTATE BANKING

On September 29, 1994, the federal government enacted the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 (the "1994 Act"). The
provisions of the 1994 Act became effective on September 29, 1995, at which time
eligible bank holding companies in any state were permitted, with Federal
Reserve Board approval, to acquire banking organizations in any other state. As
such, all existing regional compacts and substantially all existing regional
limitations on interstate acquisitions of banking organizations have been
eliminated.

The 1994 Act also removed substantially all of the existing prohibitions on
interstate branching by banks. On and after June 1, 1997, a bank operating in
any state may establish one or more branches within any other state without, as
then required, the establishment of a separate banking structure within the
other state. Interstate branching is allowed earlier than the automatic phase-in
date of June 1, 1997, as long as the legislatures of both states involved have
adopted statutes expressly permitting such branching to take place at an earlier
date.

On May 7, 1996, South Carolina adopted the South Carolina Act which became
effective on July 1, 1996. The South Carolina Act permits the acquisition of
South Carolina banks and bank holding companies by, and mergers with,
out-of-state banks and bank holding companies with the prior approval of the
State Board. The South Carolina Act also permits South Carolina state banks,
with prior approval of the State Board, to operate branches outside the State of
South Carolina. Although the 1994 Act has the potential to increase the number
of competitors in the marketplace of each of the Banks, the Company cannot
predict the actual impact of such legislation on the competitive position of the
Banks.

<PAGE>
MANAGEMENT

Currently, the Company's Board of Directors includes fifteen directors. The
Company's practice is for the Chairman of the Board and President of each Bank
to be elected or appointed to the Company's Board of Directors, and William G.
Stevens, the President of the Company, to serve on each Bank's Board of
Directors.

EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

The following sets forth certain information regarding the Company's
executive officers and directors as of the date of this Prospectus. The
Company's Articles of Incorporation provide for a classified Board of Directors,
so that, as nearly as possible, one-third of the directors are elected each year
to serve three-year terms. Executive officers of the Company serve at the
discretion of the Company's Board of Directors.

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
William G. Stevens............................... 51 President, Chief Executive Officer and Director
James H. Stark................................... 61 Chief Financial Officer and Secretary
Patricia C. Edmonds.............................. 42 Assistant Secretary and Director
Charles J. Rogers................................ 64 Chairman of the Board
David P. Allred.................................. 58 Director
Robert C. Coleman................................ 51 Director
John W. Drummond................................. 77 Director
Wayne Q. Justesen, Jr............................ 50 Director
Thomas C. Lynch, Jr.............................. 61 Director
H. Edward Munnerlyn.............................. 53 Director
George B. Park................................... 46 Director
Joseph H. Patrick, Jr............................ 53 Director
Donna W. Robinson................................ 49 Director
George D. Rodgers................................ 52 Director
Thomas E. Skelton................................ 66 Director
Lex D. Walters................................... 58 Director
</TABLE>

WILLIAM G. STEVENS has served as President and Chief Executive Officer of
the Company since April 1988 and of the Greenwood Bank since January 1989. He
was employed by NCNB National Bank of South Carolina (formerly Bankers Trust)
for eighteen years prior to 1987.

JAMES H. STARK has served as Chief Financial Officer of the Company since
September 1988 and as Senior Vice President, Cashier, and Secretary of the
Greenwood Bank since January 1989.

PATRICIA C. EDMONDS has served as Executive Director of the Upper Savannah
Council of Governments since March 1990 and served as its Assistant Director
from 1984 to March 1989.

CHARLES J. ROGERS has served as Chairman of the Board of Directors of the
Company since January 1989. He has served as President of The Organizational
Paths Company, a consulting firm for organizational strategies, since July 1993.
Mr. Rogers served as team leader of the Greenwood Plant of the Monsanto Chemical
Company from 1982 until June 1993.

DAVID P. ALLRED is a medical doctor who has been in private practice in
Saluda, North Carolina since April 1994 and was in private practice in Beaufort,
South Carolina from July 1990 to December 1993. From September 1988 to July
1990, he was employed by the Medical University of South Carolina. From 1971
through August 1988, he was in private medical practice in Greenwood, South
Carolina.

ROBERT C. COLEMAN has owned and has served as President of Coleman Realty
Company since 1976.

JOHN S. DRUMMOND has owned and operated Drummond Oil Company since 1960 and
has served as a member of the South Carolina Senate since 1964.

WAYNE Q. JUSTESEN, JR. has been employed by Greenwood Mills, Inc. ("GMI"),
a textile manufacturer, since 1978 and has served as Secretary and General
Counsel of GMI since 1983.

THOMAS C. LYNCH, JR. has served as a pharmacist and as President of Lynch
Drug Company, a retail pharmacy in Clemson, South Carolina, since 1963.

<PAGE>
H. EDWARD MUNNERLYN has served as President and owner of Munnerlyn Company,
a corporate apparel and uniforms company, since January 1989. Prior to 1989 he
was employed by GMI for twenty years and was Executive Vice President when he
left GMI in 1988.

GEORGE B. PARK has served as President and Chief Executive Officer of Otis
S. Twilley Seed Company, Inc., a mail order seed company, since August 1993, and
as President and owner of Hopewood, Inc., a seed distribution company, since
April 1993. From April 1993 to August 1992, Mr. Park served as Managing Director
of K. Sahin Zaden, B.V., a flower seed breeding and production company. Prior to
1989, he was co-owner, Vice President and Corporate Secretary of George W. Park
Seed Company.

JOSEPH H. PATRICK, JR. has served as President and co-owner of Southern
Brick Company from 1984 to January 1996 and as President of Southern Resource,
Inc. since January 1996.

DONNA W. ROBINSON has been employed as President and Chief Executive
Officer of the Clemson Bank since June 1995. Between September 1994 and June
1994, she was employed by the Company primarily to assist in matters relating to
the organization of the Clemson Bank. Prior to September 1994, she served as a
Vice President of Wachovia Bank of South Carolina and had been employed by such
bank or its predecessor banks since 1973.

GEORGE D. RODGERS has served as the President and owner of Palmetto
Insurance Agency, Inc. in Clemson, South Carolina since 1985.

THOMAS E. SKELTON has served as a professor at Clemson University since
1969, and since 1992 has served as head of the Clemson University Entomology
Department.

LEX D. WALTERS has served as President of Piedmont Technical College since
1968.

DIRECTORS OF THE GREENWOOD BANK

The following sets forth certain information regarding the Greenwood Bank's
directors as of the date of this Prospectus. Directors of the Greenwood Bank
serve until the next annual meeting of shareholders and until their successors
are duly elected and shall have qualified. Executive officers of the Greenwood
Bank serve at the discretion of the Greenwood Bank's Board of Directors.

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
William G. Stevens...................................... 51 President, Chief Executive Officer and Director
Charles J. Rogers....................................... 64 Chairman of the Board
David P. Allred......................................... 58 Director
Robert C. Coleman....................................... 51 Director
John W. Drummond........................................ 77 Director
Patricia C. Edmonds..................................... 42 Director
Wayne Q. Justesen, Jr................................... 50 Director
H. Edward Munnerlyn..................................... 53 Director
George B. Park.......................................... 46 Director
Joseph H. Patrick, Jr................................... 53 Director
Lex D. Walters.......................................... 58 Director
</TABLE>

<PAGE>
DIRECTORS OF THE CLEMSON BANK

The following sets forth certain information regarding the Clemson Bank's
directors as of the date of this Prospectus. Directors of the Clemson Bank serve
until the next annual meeting of shareholders and until their successors are
duly elected and shall have qualified. Executive officers of the Clemson Bank
serve at the discretion of the Clemson Bank's Board of Directors.

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Donna W. Robinson....................................... 49 President, Chief Executive Officer and Director
Thomas C. Lynch, Jr..................................... 61 Chairman of the Board
Benson L. Bagwell....................................... 53 Director
Donald S. Chamberlain................................... 61 Director
William E. Dukes........................................ 67 Director
Jan S. Fredman.......................................... 39 Director
Robert C. Hubbard, III.................................. 50 Director
Suzanne E. Morse........................................ 50 Director
Ethel C. Pettigrew...................................... 43 Director
George D. Rodgers....................................... 52 Director
Thomas E. Skelton....................................... 66 Director
William G. Stevens...................................... 51 Director
Joseph J. Turner, Jr.................................... 47 Director
Monica Zielinski........................................ 62 Director
</TABLE>

ORGANIZERS AND PROPOSED DIRECTORS OF THE BARNWELL BANK

The following sets forth certain information regarding the organizers and
the proposed directors of the Barnwell Bank as of the date of this Prospectus.
In addition to the following individuals, William G. Stevens, the President of
the Company and of the Greenwood Bank, will serve as a director of the Barnwell
Bank.

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Marshall L. Martin, Jr.................................. 42 President, Chief Executive Officer and Director
Clinton C. Lemon, Jr.................................... 52 Chairman of the Board
Richard E. Boyles....................................... 37 Director
Albert L. Carroll....................................... 66 Director
Peggy C. Collins........................................ 60 Director
Martin O'Neal Laird (1)................................. 52 Director
Miles Loadholt.......................................... 53 Director
Leonard W. Mills (1).................................... 60 Director
Susan P. Moskow......................................... 42 Director
Michael W. Nix (1)...................................... 32 Director
J. Samuel Plexico....................................... 42 Director
Carolyne S. Williams.................................... 49 Director
W. Allen Woods.......................................... 47 Director
</TABLE>

(1) The Company anticipates that such individuals will not serve as directors of
the Barnwell Bank upon the opening of the Barnwell Bank, but will serve in
such capacity in the future upon regulatory approval.

MARSHALL L. MARTIN, JR. has been employed by the Company since October 1996
primarily to assist in matters relating to the organization of the Barnwell Bank
and to serve as President and Chief Executive Officer of the Barnwell Bank.
Prior to that time, he served as Vice President of NationsBank, N.A. and had
been employed by such bank or its predecessor banks since 1977.

<PAGE>
ORGANIZERS AND PROPOSED DIRECTORS OF THE BELTON BANK

The following sets forth certain information regarding the organizers and
the proposed directors of the Belton Bank as of the date of this Prospectus. In
addition to the following individuals, William G. Stevens, the President of the
Company and of the Greenwood Bank, will serve as a director of the Belton Bank.

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
James A. Lollis......................................... 52 President, Chief Executive Officer and Director
James M. Horton......................................... 51 Chairman of the Board
Harold Clinkscales, Jr.................................. 44 Director
Patsy T. Daniel......................................... 54 Director
Thomas M. Dixon......................................... 32 Director
D. Michael Greer........................................ 41 Director
Kenneth B. Heller....................................... 45 Director
Dianne G. Henderson..................................... 51 Director
D. Brian Holliday....................................... 36 Director
B. Marshall Keys........................................ 45 Director
Paul R. Marshall........................................ 40 Director
Patrick B. O'Dell....................................... 42 Director
</TABLE>

JAMES A. LOLLIS has been employed by the Company since May 1996 primarily
to assist in matters relating to the organization of the Belton Bank and to
serve as President and Chief Executive Officer of the Belton Bank. Prior to that
time, he served as Vice President/Data Processing Manager of First United
Bancorporation, Anderson, South Carolina and had been employed by such bank
holding company since May 1990.

ORGANIZERS AND PROPOSED DIRECTORS OF THE NEWBERRY BANK

The following sets forth certain information regarding the organizers and
the proposed directors of the Newberry Bank as of the date of this Prospectus.
In addition to the following individuals, William G. Stevens, the President of
the Company and of the Greenwood Bank, will serve as a director of the Newberry
Bank.

<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
William F. Steadman..................................... 42 President, Chief Executive Officer and Director
Earl H. Bergen.......................................... 76 Chairman of the Board
W. Edgar Baker.......................................... 54 Director
Betty F. Barber......................................... 65 Director
Warren Cousins.......................................... 67 Director
Ronnie W. Cromer........................................ 49 Director
Rodney S. Griffin....................................... 48 Director
William P. Kunkle....................................... 64 Director
William W. Riser, Jr.................................... 77 Director
William B. Rush......................................... 43 Director
</TABLE>

WILLIAM F. STEADMAN has been employed by the Company since October 1996
primarily to assist in matters relating to the organization of the Newberry Bank
and to serve as President and Chief Executive Officer of the Newberry Bank.
Prior to that time, he served as Vice President Commercial Lending of The
Bankers Bank of Atlanta, Georgia and had been employed by such bank or its
predecessor banks since January 1996 and as President of Davidson Savings Bank,
Lexington, North Carolina from 1985 until January 1995.

OWNERSHIP OF THE COMMON STOCK

As of the date of this Prospectus, the executive officers and directors of
the Company and the Existing Banks own in the aggregate 278,794 shares of Common
Stock and in the aggregate own options to purchase an additional 339,360 shares
of Common Stock. These individuals may, but are not obligated to, purchase
additional shares of Common Stock in this Offering. In addition, the organizers
of the New Banks have indicated that they intend, but are not obligated to,
purchase an aggregate of approximately 285,000 shares of Common Stock in the
Offering (representing approximately 19.5% of the shares of Common Stock offered
hereby). After the completion of the Offering, the Company anticipates that no
employee,

<PAGE>
executive officer, or director of the Company or the Banks will beneficially own
more than 5% of the outstanding Common Stock of the Company.

DESCRIPTION OF SECURITIES

The authorized capital stock of the Company is 12,000,000 shares,
consisting of 10,000,000 shares of Common Stock, par value $1.00 per share, and
2,000,000 shares of a special class of stock, par value $1.00 per share, the
rights and preferences of which may be designated as the Board of Directors may
determine (the "Undesignated Stock"). As of the date of this Prospectus,
1,219,109 shares of Common Stock were outstanding and were held of record by
approximately 1,340 shareholders. After the completion of this Offering, there
will be 2,684,109 shares of Common Stock outstanding. No shares of Undesignated
Stock are currently outstanding.

COMMON STOCK

Subject to the rights of the holders of any outstanding shares of
Undesignated Stock and any restrictions that may be imposed by any lender to the
Company, holders of Common Stock are entitled to receive ratably such dividends,
if any, as may be declared by the Board of Directors out of funds legally
available therefor. See "Dividend Policy." In the event of the liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to share ratably, based on the number of shares held, in the assets, if any,
remaining after payment of all of the Company's debts and liabilities and the
liquidation preference of any outstanding series of Undesignated Stock.

Holders of Common Stock are entitled to one vote per share for each share
held of record on any matter submitted to the holders of Common Stock for a
vote. Because holders of Common Stock do not have cumulative voting rights with
respect to the election of directors, the holders of a majority of the shares of
Common Stock represented at a meeting can elect all of the directors. Holders of
Common Stock do not have preemptive or other rights to subscribe for or purchase
any additional shares of capital stock issued by the Company or to convert their
Common Stock into any other securities. There are no redemption or sinking fund
provisions applicable to the Common Stock.

UNDESIGNATED STOCK

The Company's authorized shares of Undesignated Stock may be issued in one
or more series, and the Board of Directors is authorized, without further action
by the shareholders, to designate the rights, preferences, limitations and
restrictions of and upon shares of each series, including dividend, voting,
redemption and conversion rights. The Board of Directors also may designate par
value, preferences in liquidation, as well as any sinking fund terms and the
number of shares constituting any series or the designation of such series. The
Company believes that the availability of Undesignated Stock issuable in series
will provide increased flexibility for structuring possible future financings
and acquisitions, if any, and in meeting certain other corporate needs. It is
not possible to state the actual effect of the authorization and issuance of any
series of Undesignated Stock upon the rights of holders of Common Stock until
the Board of Directors determines the specific terms, rights and preferences of
a series of Undesignated Stock. However, such effects might include, among other
things, restricting dividends on the Common Stock, diluting the voting power of
the Common Stock, or impairing liquidation rights of such shares without further
action by holders of the Common Stock. In addition, the Board of Directors is
authorized at any time to issue Undesignated Stock with voting, conversion or
other features that may have the effect of impeding or discouraging a merger,
tender offer, proxy contest, the assumption of control by a holder of a large
block of the Company's securities or the removal of incumbent management.
Issuance of Undesignated Stock could also adversely affect the market price of
the Common Stock. The Company has no present plan to issue any shares of
Undesignated Stock.

DIRECTOR LIABILITY

The Articles provide that every person who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in, any action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that such person or a person of whom such person is the legal
representative is or was a director or officer of the Company or is or was
serving at the request of the Company or for the Company's benefit as a director
or officer of another corporation, or as the Company's representative in a
partnership, joint venture, trust, or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under and pursuant to
the South Carolina Business Corporation Act of 1988, as amended, against all
expenses, liabilities, and losses (including without limitation attorneys' fees,
judgments, fines, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Such right of
indemnification is provided as a contractual right that may be enforced in any
manner desired by such person.

<PAGE>
Insofar as indemnification for liabilities under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the provisions in the Articles described above, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person in connection with
the securities being registered) the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

Under the Articles, the Board of Directors is also entitled to cause the
Company to purchase and maintain insurance on behalf of any person who is or was
a director or officer of the Company, or is or was serving at the request of the
Company as a director or officer of another corporation, or as the Company's
representative in a partnership, joint venture, trust, or other enterprise,
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the Company would have
the power to indemnify such person.

CHANGE OF CONTROL

GENERAL. The Articles and Bylaws of the Company and the Code of Laws of
South Carolina of 1976, as amended (the "South Carolina Code"), contain certain
provisions designed to enhance the ability of the Board of Directors to deal
with attempts to acquire control of the Company. These provisions, as well as
the right of the Board of Directors to designate the features of and issue
shares of Undesignated Stock without a shareholder vote, may be deemed to have
an anti-takeover effect and may discourage takeover attempts which have not been
approved by the Board of Directors (including takeovers that certain
shareholders may deem to be in their best interest) and may adversely affect the
price that a potential purchaser will be willing to pay for the Company's stock.
To the extent that such takeover attempts are discouraged, temporary
fluctuations in the market price of the Common Stock resulting from actual or
rumored takeover attempts may be inhibited. These provisions also could
discourage or make more difficult a merger, tender offer or proxy contest, even
though such a transaction may be favorable to the interests of shareholders.
These provisions could also potentially adversely affect the market price of the
Common Stock.

The following briefly summarizes protective provisions contained in the
Articles and the South Carolina Code and is not intended to be a complete
description of all the features and consequences of these provisions. The
following is qualified in its entirety by reference to the Articles and the
provisions of the South Carolina Code.

SUPERMAJORITY VOTING PROVISIONS. The Articles provide that without the
affirmative vote of the holders of not less than 80% of the shares outstanding
and entitled to vote thereon, the Company cannot effect (a) the merger,
consolidation or exchange of the Company's shares with any other corporation,
partnership, trust, estate or association, (b) the sale or exchange of all or
substantially all of the Company's assets, (c) the issuance or delivery by the
Company of any securities of the Company in exchange or payment for properties
or assets of another entity or securities issued by such entity, or (d) the
nonjudicial dissolution of the Company (individually, a "Subject Transaction")
unless one of the following two additional requirements is met: (i) the Subject
Transaction is approved by the affirmative vote of not less than 80% of the
Company's Board of Directors, or (ii) the Subject Transaction is solely between
the Company and another entity, 50% or more of whose voting stock or voting
equity interests are held by the Company. These approval requirements
substantially increase the overall vote required to approve the Subject
Transaction. As a result, the Board of Directors is able to veto any proposed
takeover by refusing to approve the proposed Subject Transaction.

OTHER CONSTITUENCIES. The Articles expressly permit the Board of Directors,
when evaluating any proposed tender or exchange offer, any merger, consolidation
or sale of substantially all of the assets of the Company, or any similar
extraordinary transaction, to consider (i) all relevant factors, including
without limitation the social, legal, and economic effects on the employees,
customers, suppliers and other constituencies of the Company and its
subsidiaries, on the communities and geographical areas in which the Company and
its subsidiaries operate or are located and on any of the business and
properties of the Company or any of its subsidiaries, and (ii) the consideration
being offered, not only in relation to the then current market price for the
Company's outstanding shares of capital stock, but also in relation to the then
current value of the Company in a freely negotiated transaction and in relation
to the Board of Directors' estimate of the future value of the Company
(including the unrealized value of its properties and assets) as an independent
going concern. The Board of Directors believes that these provisions are in the
long-term best interests of the Company and its shareholders.

The standard provisions of the South Carolina Code that would apply to a
Subject Transaction in the absence of the provisions in the Articles noted above
provide that, unless a corporation's articles of incorporation provide for a
higher or

<PAGE>
lower vote, certain significant corporate actions, such as a merger, share
exchange or sale of all or substantially all of the corporation's assets, must
be approved by the holders of two-thirds of the shares entitled to vote on the
matter. In a merger, the South Carolina Code does not require approval by the
shareholders of the surviving corporation if (a) the articles of incorporation
of the surviving corporation will not differ from its articles before the
merger, (b) each shareholder of the surviving corporation whose shares are
outstanding immediately before the effective date of the merger will hold the
same number of shares, with identical designations, preferences, limitations and
relative rights, immediately after the merger, (c) the number of voting shares
outstanding immediately after the merger, plus the number of voting shares
issuable as a result of the merger, will not exceed by more than 20% the total
number of voting shares of the surviving corporation outstanding immediately
before the merger, and (d) the number of participating shares outstanding
immediately after the merger, plus the number of participating shares issuable
as a result of the merger, will not exceed by more than 20% the total number of
participating shares outstanding immediately before the merger. In a share
exchange, the South Carolina Code does not require approval of the shareholders
of the acquiring corporation. The effect of the supermajority voting provisions
of the Articles is to establish a requirement for a shareholder vote in certain
mergers in which the Company is the surviving corporation that would not
otherwise have been required, and increase from 66 2/3% to 80% the percentage of
shares required to approve a merger in which such approval is required.

CONTROL SHARE ACQUISITIONS. The Company is currently subject to the South
Carolina control share acquisitions statute (the "Control Share Statute") which
is designed to afford shareholders of certain corporations (generally,
corporations which have shares registered under Section 12 of the Exchange Act,
have their principal place of business or substantial assets within South
Carolina and meet certain share ownership requirements) (a "Public Corporation")
protection against certain types of acquisitions in which a person, entity or
group (an "Acquiring Person") seeks to gain voting control of such Public
Corporation. With certain enumerated exceptions, the statute applies to
acquisitions of shares of a Public Corporation which would result in an
Acquiring Person's ownership of the corporation's shares entitled to vote in the
election of directors falling within any one of the following ranges: one-fifth
or more but less than one-third of all voting power; one-third or more but less
than a majority of all voting power; or a majority or more of all voting power
(a "Control Share Acquisition"). Shares that are the subject of a Control Share
Acquisition ("Control Shares") will not have voting rights unless the holders of
a majority of "disinterested shares" vote at an annual or special meeting of
shareholders of the corporation to accord the Control Shares voting rights.
"Disinterested shares" are shares other than those owned by the Acquiring Person
or a member of a group with respect to a Control Share Acquisition, any officer
of the corporation or any employee of the corporation who is also a director.
Under certain circumstances, the statute permits an Acquiring Person to call a
special shareholders meeting for the purpose of considering the grant of voting
rights to the holder of the Control Shares. Unless otherwise provided in a
corporation's articles of incorporation or bylaws before a Control Share
Acquisition has occurred, in the event Control Shares acquired in a Control
Share Acquisition are accorded full voting rights and the Acquiring Person has
acquired Control Shares with a majority or more of all voting power, all
shareholders of the Public Corporation have dissenter's rights to receive fair
value for their shares. There is currently no provision in the Articles or the
Bylaws limiting or eliminating such rights. The Control Share Statute also
enables a corporation to provide the redemption under certain circumstances of
Control Shares with no voting rights. A corporation may opt-out of the Control
Share Statute, which the Company has not done, by so providing in its articles
of incorporation. Among the acquisitions specifically excluded from the Control
Share Statute are acquisitions consummated pursuant to a merger or plan of share
exchange in compliance with law if the Public Corporation is a party to the
agreement of merger or plan of share exchange.

BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS. The Company is also
currently subject to the South Carolina business combination statute (the
"Business Combination Statute") which, with certain enumerated exceptions,
places certain restrictions on mergers, consolidations, sales of assets,
liquidations, reclassifications or other similar kinds of transactions
("Business Combinations") with or between a resident domestic corporation with
shares registered under Section 12 of the Exchange Act (a "Resident Domestic
Corporation") and any person who owns beneficially 10% or more of the voting
power of the outstanding voting shares of the Resident Domestic Corporation (an
"Interested Shareholder"). The Business Combination Statute provides that a
Resident Domestic Corporation may not engage in any Business Combination with
any Interested Shareholder of the Resident Domestic Corporation for a period of
two years following the date the person became an Interested Shareholder (the
"Share Acquisition Date") unless the Business Combination or the purchase of
shares made by the Interested Shareholder on the Share Acquisition Date is
approved by a majority of the "disinterested" members of the board of directors
of the Resident Domestic Corporation before the Interested Shareholder's Share
Acquisition Date. A member of the board is "disinterested" if the director is
not a present or former officer or employee of the Resident Domestic Corporation
or a related corporation. The Business Combination Statute further provides
that, subject to certain exceptions, a Resident Domestic Corporation may not
engage at any time in a Business Combination with an Interested Shareholder
unless the Business Combination complies with all of the requirements of the
Resident Domestic Corporation's articles of incorporation

<PAGE>
and either (a) the Business Combination is approved by the board of directors of
the Resident Domestic Corporation before the Share Acquisition Date, or the
purchase of shares made by the Interested Shareholder on the Share Acquisition
Date has been approved by the board of directors of the Resident Domestic
Corporation before the Share Acquisition Date, (b) the Business Combination is
approved by the affirmative vote of the holders of a majority of the outstanding
voting shares not beneficially owned by the Interested Shareholder proposing the
Business Combination at a meeting called for that purpose no earlier than two
years after the Share Acquisition Date, or (c) the Business Combination meets
certain specified fair price and form of consideration requirements. A company
may opt-out of the Business Combination Statute, which the Company has not done,
by so providing in its articles of incorporation.

The Control Share Statute, the Business Combination Statute and the
Company's supermajority voting provisions may tend to discourage attempts by
third parties to acquire the Company in a hostile takeover effort and may
adversely affect the price that such a potential purchaser would be willing to
pay for the stock of the Company. The provisions may also make the removal of
incumbent management more difficult and may permit a minority of the directors
and the holders of a minority of the Company's outstanding stock to prevent a
Business Combination or related transaction, and may discourage certain
speculations in the Company's stock and reduce the chances of temporary
increases in the market price of the Company's stock that could be beneficial to
shareholders desiring to sell in the market at that time.

CLASSIFICATION OF DIRECTORS. The Company's Board of Directors is classified
so that, as nearly as possible, one-third of the Board of Directors is elected
each year to serve a three-year term. This classification would delay an attempt
by dissatisfied shareholders or anyone who obtains a controlling interest in the
Company to elect a new Board of Directors, because, absent the removal,
resignation or death of the members of the Board, it would take three annual
meetings of shareholders to change fully the composition of the Board.

REMOVAL OF DIRECTORS. The Articles provide that a director of the Company
may be removed without cause only after a vote of the holders of 80% of the
outstanding Common Stock.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Registrar and
Transfer Company, Cranford, New Jersey.

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of the Offering, the Company will have 2,684,109 shares
of Common Stock outstanding, and all of these shares (plus any shares issued
upon the exercise of the Underwriters' over-allotment option) will be freely
tradeable without restriction or registration under the Securities Act, unless
owned by an affiliate of the Company, subject to the lock-up agreements
described below, or acquired pursuant to the exercise of stock options. Shares
held by "affiliates" of the Company are subject to resale restrictions under the
Securities Act. An affiliate of an issuer is defined in Rule 144 under the
Securities Act as a person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with the
issuer. Rule 405 under the Securities Act defines the term "control" to mean the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of the person whether through the ownership of
voting securities, by contract, or otherwise. All directors and executive
officers of the Company will likely be deemed to be affiliates. Shares held by
affiliates may be eligible for sale in the open market without registration in
accordance with the provisions of Rule 144. Upon consummation of the Offering,
the only outstanding shares of Common Stock which will be "restricted
securities," within the meaning of Rule 144, will be those shares which have
been issued upon exercise of stock options, as all other shares of Common Stock
will have been issued pursuant to offerings registered under the Securities Act.

In general, under Rule 144 any person (or persons whose shares are
aggregated) who has beneficially owned restricted securities for at least two
years, including affiliates, and any affiliate who holds shares sold in a public
offering, may sell, within any three-month period, a number of such shares that
does not exceed the greater of (i) 1% of the then outstanding shares of the
Company's Common Stock or (ii) the average weekly trading volume of the Common
Stock during the four calendar weeks preceding the sale. Rule 144 also requires
that the securities must be sold in "brokers' transactions," as defined in the
Securities Act, and the person selling the securities may not solicit orders or
make any payment in connection with the offer or sale of securities to any
person other than the broker who executes the order to sell the securities.
After restricted securities are held for three years, a person who is not deemed
an affiliate of the Company is entitled to sell such shares under Rule 144
without regard to the volume and manner of sale limitations described above.
Sales of shares by affiliates will continue to be subject to the volume and
manner of sale limitations.

<PAGE>
In addition, there are outstanding stock options that the Company has
granted to certain directors, officers, and employees of the Company and the
Banks for the purchase of an aggregate of 455,114 shares of Common Stock, of
which options for 317,764 shares are currently exercisable. The Company's and
each Bank's directors, executive officers, and organizers have agreed with the
Underwriters not to sell any Common Stock, which includes 278,794 currently
outstanding shares and 384,360 shares issuable upon exercise of options, for 180
days from the date of this Prospectus without the prior written consent of the
Representatives. After completion of the Offering, the Company intends to file a
Form S-8 Registration Statement with the Securities and Exchange Commission
registering the issuance of the shares subject to stock options.

No prediction can be made of the effect, if any, that future sales of
shares of Common Stock, or the availability of shares for future sales, will
have on the market price prevailing from time to time. Sales of substantial
amounts of shares of Common Stock, or the perception that such sales could
occur, could adversely affect the prevailing market price of the shares.

UNDERWRITING

Pursuant to the Underwriting Agreement and subject to the terms and
conditions thereof, the Underwriters named below (the "Underwriters") have
agreed to purchase from the Company the respective number of shares of Common
Stock set forth below.

<TABLE>
<CAPTION>
NAME OF UNDERWRITER NUMBER OF SHARES
<S> <C>
J.C. Bradford & Co..................................................................
Edgar M. Norris & Co., Inc..........................................................
Total............................................................................... 1,465,000
</TABLE>

The underwriting discount has been calculated on the basis of a commission
rate of 7.0% with respect to an aggregate of 1,100,000 shares of Common Stock
(or $12.1 million based on the midpoint of the filing range) to be sold by the
Company to the public, and no underwriting discount or commission with respect
to an aggregate of 365,000 shares of Common Stock (or approximately $4.0 million
based on the midpoint of the filing range) to be sold to certain purchasers
disclosed to the Underwriters. Also, in consideration of certain financial
consulting services provided to the Company, the Company shall pay to the
Underwriters a financial advisory fee of $112,000.

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the shares of Common Stock
offered hereby (other than those shares covered by the over-allotment option
described below) if any are purchased. The Underwriting Agreement provides that,
in the event of a default by an Underwriter, in certain circumstances the
purchase commitments of the non-defaulting Underwriters may be increased or the
Underwriting Agreement may be terminated.

The Company has granted to the Underwriters an option, expiring on the
close of business on the 30th day after the date of this Prospectus, to purchase
up to 219,750 additional shares at the initial public offering price less the
underwriting discounts and commissions, all as set forth on the cover page of
this Prospectus. Such option may be exercised only to cover over-allotments in
the sale of the shares of Common Stock. To the extent such option is exercised,
each Underwriter will become obligated, subject to certain conditions, to
purchase approximately the same percentage of such additional shares of Common
Stock as it was obligated to purchase pursuant to the Underwriting Agreement.

The Representatives have advised the Company that the Underwriters propose
initially to offer the shares of Common Stock to the public at the public
offering price set forth on the cover page of this Prospectus and to certain
dealers at such price less a concession not in excess of $ per share. The
Underwriters may allow, and such dealers may reallow, a concession not in excess
of $ per share to certain other dealers. After the Offering, the public
offering price and such concessions may be changed. The Representatives have
informed the Company that the Underwriters do not intend to confirm sales to
accounts over which they exercise discretionary authority.

The Offering of the Common Stock is made for delivery when, as, and if
accepted by the Underwriters and subject to prior sale and to withdrawal,
cancellation, or modification of the offer without notice. The Underwriters
reserve the right to reject any offer for the purchase of shares.

The Company has filed an application for its Common Stock to be approved
for listing on the American Stock Exchange under the symbol "CYL," subject to
official notice of issuance. Although the Common Stock has been quoted on the
OTC Bulletin Board, trading and quotations of the Common Stock have been limited
and sporadic. The public offering price will be determined by negotiation among
the Company and the Representatives. In determining such price, consideration
will be

<PAGE>
given to, among other things, the financial and operating history and trends of
the Company, the experience of its management, the position of the Company in
its industry, the Company's prospects, and the Company's financial results. In
addition, consideration will be given to the status of the securities markets,
market conditions for new offerings of securities, and the prices of similar
securities of comparable companies.

The Underwriting Agreement provides that the Company will indemnify the
Underwriters and controlling persons, if any, against certain civil liabilities,
including liabilities under the Securities Act, or will contribute to payments
the Underwriters or any such controlling persons may be required to make in
respect thereof.

The Company and the Company's and each Bank's directors, executive
officers, and organizers have each agreed with the Underwriters that they will
not, for a period of 180 days from the date of this Prospectus, without the
prior written consent of J.C. Bradford & Co., offer, pledge, sell, contract to
sell, grant any option for the sale of, or otherwise dispose of, directly or
indirectly, any shares of Common Stock or any security or other instrument which
by its terms is convertible into, exercisable for, or exchangeable for shares of
such Common Stock, other than through bona fide gifts to persons who agree in
writing to be bound by this agreement if such writing is delivered to J.C.
Bradford & Co. within five days after such gift or pledge, and, in the case of
the Company, Common Stock issued pursuant to the exercise of outstanding
options.

LEGAL MATTERS

Certain legal matters in connection with the Common Stock offered hereby
are being passed upon for the Company by Nexsen Pruet Jacobs & Pollard, LLP,
Columbia, South Carolina. Certain legal matters in connection with the Offering
are being passed upon for the Underwriters by Nelson Mullins Riley &
Scarborough, L.L.P., Atlanta, Georgia.

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1995 and
1994 and the statements of the operations, statements of shareholders' equity,
and statements of cash flows of the Company for each of the three years in the
period ended December 31, 1995, have been included in this Prospectus in
reliance on the report of Tourville, Simpson & Henderson, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

COMMUNITY CAPITAL CORPORATION

<TABLE>
<CAPTION>
Unaudited Condensed Consolidated Financial Statements at September 30, 1996, and 1995, and for the Nine Months Then
Ended:

<S> <C>
Condensed Consolidated Balance Sheets at September 30, 1996 and 1995.............................................. F-2

Condensed Consolidated Statements of Income for the Nine Months and Three Months Ended
September 30, 1996 and 1995..................................................................................... F-3

Condensed Consolidated Statement of Changes in Shareholders' Equity for the Nine Months Ended September 30, 1996.. F-4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1996 and 1995..................................................................................... F-5

Notes to Unaudited Condensed Consolidated Financial Statements.................................................... F-6

Consolidated Financial Statements at December 31, 1995 and 1994, and for the Three Years Then Ended:

Auditor's Report.................................................................................................. F-7

Consolidated Balance Sheets at December 31, 1995 and 1994......................................................... F-8

Consolidated Statements of Income for the Three Years Ended December 31, 1995..................................... F-9

Consolidated Statements of Changes in Shareholders' Equity for the Three Years Ended December 31, 1995............ F-10

Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1995................................. F-11

Notes to Consolidated Financial Statements........................................................................ F-12
</TABLE>

F-1

<PAGE>
COMMUNITY CAPITAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

<TABLE>
<CAPTION>
SEPTEMBER SEPTEMBER
30, 30,
1996 1995
<S> <C> <C>
ASSETS:
Cash and cash equivalents:
Cash and due from banks.................................................................. $ 2,987,587 $ 2,966,511
Federal funds sold....................................................................... 1,900,000 2,520,000
4,887,587 5,486,511
Securities available-for-sale............................................................... 23,374,411 17,335,703
Securities held-to-maturity................................................................. -- 3,884,426
Loans receivable............................................................................ 76,022,960 57,686,278
Less allowance for loan losses........................................................... (779,812) (615,829)
Loans, net............................................................................. 75,243,148 57,070,449
Premises, furniture & equipment, net........................................................ 3,829,310 2,711,358
Other assets................................................................................ 4,248,803 2,780,057
Total assets............................................................................. $111,583,259 $89,268,504
LIABILITIES AND SHAREHOLDERS' EQUITY:
Liabilities:
Deposits:
Non-interest bearing........................................................................ $ 11,448,381 $ 8,874,197
Interest bearing............................................................................ 73,829,574 58,378,981
85,277,955 67,253,178
Federal funds purchased and securities sold under agreements to repurchase.................... 5,468,000 2,212,000
Advances from the Federal Home Loan Bank...................................................... 5,123,665 6,477,860
Note payable.................................................................................. 1,350,000 --
Accrued interest and other liabilities........................................................ 1,106,266 718,524
Total liabilities........................................................................... 98,325,886 76,661,562
SHAREHOLDERS' EQUITY:
Common stock, $1 par value, 10,000,000 shares authorized, 1,219,109 and 1,150,885 shares
issued and outstanding at September 30, 1996 and 1995, respectively......................... 1,219,109 1,150,885
Surplus....................................................................................... 12,004,282 11,352,438
Unrealized gain (loss) on securities available-for-sale, net of deferred taxes................ (139,534) 20,755
Retained earnings............................................................................. 173,516 82,864
Total shareholders' equity............................................................... 13,257,373 12,606,942
Total liabilities and shareholders' equity............................................... $111,583,259 $89,268,504
</TABLE>

See notes to condensed consolidated financial statements

F-2

<PAGE>
COMMUNITY CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Interest income:
Loans, including fees.............................................. $4,795,484 $3,707,009 $1,693,857 $1,302,134
Securities......................................................... 1,049,558 539,954 354,540 310,915
Other interest income.............................................. 75,354 90,787 18,006 51,769
5,920,396 4,337,750 2,066,403 1,664,818
Interest expense:
Deposit accounts................................................... 2,507,847 1,688,178 856,527 685,819
FHLB advances...................................................... 225,638 290,639 71,548 102,400
Other interest expense............................................. 166,220 72,243 76,164 20,459
2,899,705 2,051,060 1,004,239 808,678
Net interest income.................................................. 3,020,691 2,286,690 1,062,164 856,140
Provision for loan losses............................................ 123,000 55,881 18,000 33,508
Net interest income after provision for loan losses.................. 2,897,691 2,230,809 1,044,164 822,632
Other operating income:
Service charges.................................................... 382,275 290,123 131,563 93,946
Residential mortgage origination fees.............................. 184,256 88,770 51,607 45,249
Gain (loss) on sales of securities................................. 17,033 (21,683)
Other income....................................................... 379,908 336,798 126,740 50,753
963,472 694,008 309,910 189,948
Other operating expenses:
Salaries and benefits.............................................. 1,442,845 1,116,025 525,936 407,536
Net occupancy expense.............................................. 525,474 339,299 238,499 106,969
Other operating expenses........................................... 990,411 907,212 294,435 339,768
2,958,730 2,362,536 1,058,870 854,273
Income before taxes.................................................. 902,433 562,281 295,204 158,307
Income tax provision................................................. 320,578 207,738 103,435 60,693
Net income........................................................... $ 581,855 $ 354,543 $ 191,769 $ 97,614
Earnings per share:
Primary............................................................ .44 .38 .15 .08
Fully diluted...................................................... .44 .38 .15 .08
Weighted Average Common Shares and Equivalents
Primary............................................................ 1,341,708 989,149 1,389,164 1,275,855
Fully diluted...................................................... 1,341,708 989,149 1,389,164 1,275,855
</TABLE>

See notes to condensed consolidated financial statements

F-3

<PAGE>
COMMUNITY CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996

(UNAUDITED)

<TABLE>
<CAPTION>
UNREALIZED
GAIN (LOSS)
ON
SECURITIES
COMMON STOCK FOR RETAINED TOTAL
SHARES AMOUNT SURPLUS SALE, NET EARNINGS EQUITY
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995............... 1,153,060 $1,153,060 $11,254,039 $ 177,297 $ 347,174 $12,931,570
Proceeds from exercise of stock
options................................ 8,558 8,558 60,351 68,909
5% stock dividend........................ 57,491 57,491 689,892 (755,513) (8,130)
Change in fair value for the period...... (316,831) (316,831)
Net income for the period................ 581,855 581,855
Balance, September 30, 1996.............. 1,219,109 $1,219,109 $12,004,282 $ (139,534) $ 173,516 $13,257,373
</TABLE>

See notes to condensed consolidated financial statements.

F-4

<PAGE>
COMMUNITY CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................................................... $ 581,855 $ 354,543
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation................................................................................ 316,142 225,111
Provision for possible loan losses.......................................................... 123,000 55,881
Amortization of organizational costs........................................................ 10,256 29,405
Amortization less accretion on investments.................................................. 41,190 35,308
Amortization of deferred loan costs......................................................... 97,148 60,946
(Gain) loss on sale of securities........................................................... (17,033) 21,683
Disbursements for mortgages held for sale................................................... (7,611,860) (1,868,590)
Proceeds of sales of residential mortgages.................................................. 7,717,260 1,947,890
Increase in interest receivable............................................................. (37,294) (357,446)
Increase in interest payable................................................................ 225,026 252,457
Decrease in other assets.................................................................... 165,997 292,828
Increase (decrease) in other liabilities.................................................... 127,968 (69,379)
Net cash provided by operating activities................................................ 1,739,655 980,637
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in loans to customers.......................................................... (13,036,245) (7,282,021)
Purchases of securities available-for-sale.................................................. (9,406,105) (13,271,187)
Sales of securities available-for-sale...................................................... 4,012,383 986,467
Maturities of securities available-for-sale................................................. 3,944,345 1,000,000
Purchases of investments held-to-maturity................................................... (2,323,395)
Maturities of investments held-to-maturity.................................................. 100,000
Purchases of nonmarketable equity securities................................................ (896,367)
Purchases of premises and equipment......................................................... (1,614,632) (954,665)
Net cash used by investing activities.................................................... (16,996,621) (21,744,801)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of capital stock....................................................................... 6,187,063
Proceeds from exercise of stock options..................................................... 68,909
Stock dividend fractional shares paid in cash............................................... (8,130) (4,194)
Repayment of organizational notes........................................................... (457,189)
Net increase in deposits accounts........................................................... 12,140,381 18,107,377
Proceeds from FHLB borrowings............................................................... 2,700,000 5,050,000
Repayments of FHLB borrowings............................................................... (3,819,896) (4,497,340)
Proceeds from other borrowings.............................................................. 1,350,000
Net increase (decrease) fed funds purchased and repos....................................... 2,434,000 (1,174,000)
Net cash provided by financing activities................................................ 14,865,264 23,211,717
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......................................... (391,702) 2,447,553
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD................................................ 5,279,289 3,038,958
CASH AND CASH EQUIVALENTS, END OF PERIOD...................................................... $ 4,887,587 $ 5,486,511
Cash paid during the period for:
Income taxes............................................................................. $ 219,100 $ 185,641
Interest................................................................................. $ 2,674,679 $ 1,798,603
</TABLE>

See notes to consolidated financial statements.

F-5

<PAGE>
COMMUNITY CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 -- BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with the requirements for interim financial statements and,
accordingly, they are condensed and omit disclosures which would substantially
duplicate those contained in the most recent annual report to stockholders. The
financial statements as of September 30, 1996 and 1995 and for the interim
periods ended September 30, 1996 and 1995 are unaudited and, in the opinion of
management, include all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation.

NOTE 2 -- ADOPTION OF ACCOUNTING PRINCIPLE

In October 1995, the Financial Accounting Standards Board issued FASB
Statement No. 123, "Accounting for Stock-Based Compensation," effective for
transactions entered into in fiscal years that begin after December 15, 1995.
FASB 123 recommends that companies account for stock compensation on a fair
value based method which requires compensation cost to be measured at the grant
date based on the value of the award and to be recognized over the service
period. As an alternative, companies may continue to record compensation cost
based on the excess, if any, of the quoted market price of the stock at the
grant date (or other measurement date) over the amount an employee must pay to
acquire the stock (APB Opinion No. 25). However, if a company elects this
method, it must include in the financial statements certain disclosures which
reflect pro forma amounts as if the fair value method had been used.

Management has elected to continue accounting for grants under the
Company's stock option plans based on the provisions of APB Opinion No. 25 with
pro forma disclosures in the financial statements as if the fair value method
had been used. As permitted by FASB 123, the Company will not apply the
disclosure requirements to complete interim financial statements.

NOTE 3 -- NOTE PAYABLE

The Company has a $5,000,000 unsecured line of credit from an unrelated
financial institution with an outstanding balance of $1,350,000 as of September
30, 1996. Management will continue to use this line as a source of funds but
expects to pay off the note during the next six months.

NOTE 4 -- SHAREHOLDERS' EQUITY

On April 15, 1996 the Board of Directors declared a 5% stock dividend.
Accordingly, amounts equal to the fair market value of the additional shares
issued have been charged to retained earnings and credited to common stock and
capital surplus. Earnings per share and weighted average shares outstanding have
been restated to reflect the 5% stock dividend. Cash was paid for fractional
shares.

The Company has announced plans to work with groups of organizers in the
capitalization of community banks in Belton, Newberry and Barnwell, South
Carolina. Management expects the opening of these banks to negatively impact
earnings due to the pre-opening expenses and startup costs.

F-6

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

THE BOARD OF DIRECTORS
COMMUNITY CAPITAL CORPORATION
Greenwood, South Carolina

We have audited the accompanying consolidated balance sheets of Community
Capital Corporation and Subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Community
Capital Corporation and Subsidiaries as of December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, the
Company changed its method of accounting for investment securities on January 1,
1994. In 1993, the Company changed its method of accounting for income taxes.

TOURVILLE, SIMPSON & HENDERSON
Columbia, South Carolina
January 19, 1996

F-7

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
ASSETS
Cash and cash equivalents:
Cash and due from banks........................................................................ $ 2,949,289 $ 3,038,958
Federal funds sold............................................................................. 2,330,000 --
5,279,289 3,038,958
Securities available-for-sale.................................................................. 22,445,925 5,932,413
Securities held-to-maturity (estimated market value of $1,628,054 at December 31, 1994)........ -- 1,684,334
Loans receivable............................................................................... 63,203,789 50,565,083
Less allowance for loan losses............................................................... (671,338) (580,528)
Loans, net................................................................................ 62,532,451 49,984,555
Premises and equipment, net.................................................................... 2,530,820 1,738,233
Other real estate owned........................................................................ -- 19,457
Other assets................................................................................... 3,311,492 2,673,399
Total assets............................................................................ $96,099,977 $65,071,349
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits:
Non-interest bearing......................................................................... $ 9,447,005 $ 6,967,910
Interest bearing............................................................................. 63,690,569 42,177,891
73,137,574 49,145,801
Federal funds purchased and securities sold under agreements to repurchase..................... 3,034,000 3,386,000
Accrued interest and other liabilities......................................................... 753,272 535,401
Advances from Federal Home Loan Bank........................................................... 6,243,561 5,925,200
Total liabilities....................................................................... 83,168,407 58,992,402
STOCKHOLDERS' EQUITY:
Common stock, $1 par value; 10,000,000 shares authorized; 1,153,060 and 573,002 shares issued
and outstanding at December 31, 1995 and 1994, respectively.................................. 1,153,060 573,002
Capital surplus................................................................................ 11,254,039 5,110,618
Unrealized gain (loss) on securities available-for-sale, net................................... 177,297 (77,313)
Retained earnings.............................................................................. 347,174 472,640
Total stockholders' equity.............................................................. 12,931,570 6,078,947
Total liabilities and stockholders' equity..................................................... $96,099,977 $65,071,349
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-8

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
INTEREST INCOME:
Loans, including fees............................................................. $5,145,614 $3,909,427 $3,331,841
Securities, taxable............................................................... 722,872 300,714 354,179
Securities, nontaxable............................................................ 171,521 81,642 37,508
Federal funds sold................................................................ 106,974 41,901 50,704
Time deposits with other banks.................................................... -- 5,952 19,687
6,146,981 4,339,636 3,793,919
INTEREST EXPENSE:
Deposits.......................................................................... 2,421,905 1,364,151 1,389,393
Advances from Federal Home Loan Bank.............................................. 381,136 298,362 196,687
Federal funds purchased and other................................................. 145,211 30,536 13,869
2,948,252 1,693,049 1,599,949
NET INTEREST INCOME................................................................. 3,198,729 2,646,587 2,193,970
Loan loss provision................................................................. 112,000 14,000 79,845
NET INTEREST INCOME AFTER LOAN LOSS PROVISION....................................... 3,086,729 2,632,587 2,114,125
OTHER INCOME:
Service charges on deposit accounts............................................... 393,156 305,606 271,277
Gain (loss) on sale of securities available for sale.............................. (21,527) (78,723) 22,327
Residential mortgage origination fees............................................. 114,596 113,065 335,670
Other income...................................................................... 291,017 173,644 146,809
777,242 513,592 776,083
OTHER EXPENSE:
Salaries and employee benefits.................................................... 1,411,359 1,107,692 901,088
Net occupancy expense of premises................................................. 422,032 237,251 254,176
Other operating expense........................................................... 1,235,892 915,805 966,039
3,069,283 2,260,748 2,121,303
Income before income taxes and cumulative effect of change in accounting
principle......................................................................... 794,688 885,431 768,905
Income tax provision................................................................ 260,820 300,575 255,313
Income before cumulative effect of change in accounting principle................... 533,868 584,856 513,592
Cumulative effect on prior years (to December 31, 1992) of accounting
change............................................................................ -- -- 46,730
NET INCOME.......................................................................... $ 533,868 $ 584,856 $ 560,322
PRIMARY AND FULLY DILUTED NET INCOME PER SHARE (NOTE 1):............................ $ .58 $ .84 $ .79
AVERAGE COMMON SHARES AND EQUIVALENTS OUTSTANDING................................... 1,019,176 766,497 710,138
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-9

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
UNREALIZED
GAIN (LOSS) ON
SECURITIES
COMMON STOCK CAPITAL AVAILABLE RETAINED
SHARES AMOUNT SURPLUS FOR SALE, NET EARNINGS TOTAL
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
DECEMBER 31, 1992................. 505,000 $ 505,000 $ 4,490,535 $ -- $(151,794) $ 4,843,741
Stock options exercised............. 1,890 1,890 13,935 -- -- 15,825
5% stock dividend................... 25,219 25,219 220,666 -- (246,187) *(302)
Net income.......................... -- -- -- -- 560,322 560,322
BALANCE,
DECEMBER 31, 1993................. 532,109 532,109 4,725,136 -- 162,341 5,419,586
Sales of stock to KSOP.............. 14,294 14,294 139,444 -- -- 153,738
Adoption of accounting principle
(Note 2).......................... -- -- -- (4,276) -- (4,276)
5% stock dividend................... 26,599 26,599 246,038 -- (274,557) *(1,920)
Change in fair value for the
period............................ -- -- -- (73,037) -- (73,037)
Net income.......................... -- -- -- -- 584,856 584,856
BALANCE,
DECEMBER 31, 1994................. 573,002 573,002 5,110,618 (77,313) 472,640 6,078,947
Net proceeds of stock offering...... 520,422 520,422 5,489,438 6,009,860
Sales of stock to KSOP.............. 4,741 4,741 51,017 55,758
Stock options exercised............. 300 300 2,421 2,721
5% stock dividend................... 54,595 54,595 600,545 (659,334) *(4,194)
Change in fair value for the
period............................ 254,610 254,610
Net income.......................... 533,868 533,868
BALANCE,
DECEMBER 31, 1995................. 1,153,060 $1,153,060 $11,254,039 $177,297 $ 347,174 $12,931,570
</TABLE>

* Represents fractional shares paid in cash

The accompanying notes are an integral part of the consolidated financial
statements.

F-10

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................................... $ 533,868 $ 584,856 $ 560,322
Adjustments to reconcile net income to net cash provided by operating
activities:
Cumulative effect of accounting change.................................... -- -- (46,730)
Depreciation and amortization............................................. 324,181 210,378 259,939
Provision for loan losses................................................. 112,000 14,000 79,845
Deferred income tax benefit............................................... (43,290) (321) (45,844)
Amortization less accretion on securities................................. 45,908 45,067 84,485
Amortization of deferred loan fees and costs, net......................... 84,313 102,939 49,787
(Gain) loss on sale of securities available-for-sale...................... 21,527 78,723 (22,327)
Proceeds from sales of residential mortgages.............................. 4,651,567 5,813,807 17,145,863
Disbursements for residential mortgages held for sale..................... (4,813,766) (5,572,360) (16,250,850)
Increase in interest receivable........................................... (426,126) (118,585) (30,942)
Increase (decrease) in interest payable................................... 179,978 16,689 (64,698)
Increase in other assets.................................................. (267,315) (550,954) (279,635)
Increase (decrease) in other liabilities.................................. 37,893 (75,413) 308,956
Net cash provided by operating activities............................... 440,738 548,826 1,748,171
CASH FLOWS FROM INVESTING ACTIVITIES:
Net increase in loans made to customers...................................... (12,582,010) (6,295,068) (11,024,273)
Net decrease in deposits in other banks...................................... 200,000 406,067
Proceeds from sales of securities available-for-sale......................... 1,975,294 4,928,398 3,068,654
Proceeds from maturities of securities available-for-sale.................... 1,527,254 37,725 2,976,667
Purchases of securities available-for-sale................................... (15,209,486) (4,484,249) (6,590,936)
Proceeds from maturities of securities held-to-maturity...................... 100,000 461,125 --
Purchases of securities held-to-maturity..................................... (2,890,630) (853,170) --
Proceeds from sale of other real estate owned................................ 19,457 -- 22,110
Purchases of premises and equipment.......................................... (996,716) (183,847) (140,947)
Purchases of non-marketable equity securities................................ (165,849) -- (574,509)
Net cash used by investing activities................................... (28,222,686) (6,189,086) (11,857,167)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in demand and savings deposits.................................. 9,135,600 3,696,057 1,093,012
Net increase (decrease) in certificates of deposit........................... 14,856,173 (541,801) 3,928,046
Proceeds of advances from Federal Home Loan Bank............................. 1,900,000 117,000 4,440,000
Repayments of advances from Federal Home Loan Bank........................... (1,581,639) (948,212) (310,588)
Proceeds from issuance of common stock....................................... 6,009,860 -- --
Proceeds from exercise of common stock options............................... 2,721 -- 15,825
Proceeds from stock sales to employee benefit plan........................... 55,758 153,738 --
Borrowings for organization of the Clemson Bank.............................. 457,189 -- --
Repayment of organizational notes............................................ (457,189) -- --
Net increase (decrease) in federal funds purchased and repos................. (352,000) 3,178,000 (282,000)
Cash paid in lieu of fractional shares......................................... (4,194) (1,920) (302)
Net cash provided by financing activities................................. 30,022,279 5,652,862 8,883,993
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........................... 2,240,331 12,602 (1,225,003)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................................... 3,038,958 3,026,356 4,251,359
CASH AND CASH EQUIVALENTS, END OF YEAR......................................... $ 5,279,289 $ 3,038,958 $ 3,026,356
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

F-11

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION -- The accompanying consolidated financial statements
include the accounts of Community Capital Corporation (the "Company"), and its
wholly-owned subsidiaries, Greenwood Bank & Trust (the "Greenwood Bank") and
Clemson Bank & Trust (the "Clemson Bank"), which began operations on June 22,
1995. (See Note 9). Another subsidiary, GNB Mortgage Company, commenced
operations on January 2, 1990 and ceased operation as an active entity on March
4, 1991. The principal business activity of the Company and its subsidiaries is
to provide banking services to domestic markets, principally Greenwood County
and Pickens County, South Carolina. In consolidation, all significant
intercompany items and transactions have been eliminated.

In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the balance sheet date and revenues and expenses for the
period. Actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for loan losses, including
valuation allowances for impaired loans, and the carrying amount of real estate
acquired in connection with foreclosures or in satisfaction of loans. Management
must also make estimates in determining the estimated useful lives and methods
for depreciating premises and equipment.

INVESTMENT SECURITIES HELD-TO-MATURITY -- Investment securities
held-to-maturity generally include obligations of states and political
subdivisions and are carried at cost adjusted for amortization of premiums and
accretion of discounts, both computed by the straight-line method. Management
has the intent and the Company has the ability to hold designated investment
securities to maturity. Reductions in market value considered by management to
be other than temporary are reported as a realized loss and a reduction in the
cost basis of the security. (See Note 2)

INVESTMENT SECURITIES AVAILABLE-FOR-SALE -- Investment securities
available-for-sale by the Company include government and corporate debt
securities and are carried at amortized cost and adjusted to estimated market
value by recording the aggregate unrealized gain or loss in a valuation account.
Management does not actively trade securities classified as available-for-sale.
Reductions in market value considered by management to be other than temporary
are reported as a realized loss and a reduction in the cost basis in the
security. The adjusted cost basis of securities available-for-sale is determined
by specific identification and is used in computing the gain or loss from a
sales transaction.

LOANS -- Loans are stated at their unpaid principal balance. Interest
income is computed using the simple interest method and is recorded in the
period earned. When serious doubt exists as to the collectibility of a loan or a
loan is 90 days past due, the accrual of interest income is generally
discontinued unless the estimated net realizable value of the collateral is
sufficient to assure collection of the principal balance and accrued interest.
When interest accruals are discontinued, income in the current year is reversed
and interest accrued in prior years is charged to the allowance for loan losses.

Impairment of a loan is measured based on the present value of expected
future cash flows discounted at the loan's effective interest rate or fair value
of the collateral if the loan is collateral dependent. When management
determines that a loan is impaired, the difference between the Company's
investment in the related loan and the present value of the expected future cash
flows, or the fair value of the collateral, is charged to bad debt expense with
a corresponding entry to a valuation account. The accrual of interest is
discontinued on an impaired loan when management determines that the borrower
may be unable to meet payments as they become due.

ALLOWANCE FOR LOAN LOSSES -- Management provides for losses on loans
through specific and general charges to operations and credits such charges to
the allowance for loan losses. Specific provision for losses is determined for
identified loans based upon estimates of the excess of the loan's carrying value
over the net realizable value of the underlying collateral. General provision
for loan losses is estimated by management based upon factors including industry
loss experience for similar lending categories, actual loss experience,
delinquency trends as well as prevailing and anticipated economic conditions.
While management uses the best information available to make evaluations, future
adjustment to the allowance may be necessary if economic conditions differ
substantially from the assumptions used in making the evaluation. Delinquent
loans are charged against the allowance at the time they are determined to be
uncollectible. Recoveries are added to the allowance.

F-12

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- Continued
RESIDENTIAL MORTGAGES HELD FOR SALE -- The banking subsidiaries' mortgage
activities are comprised of accepting residential mortgage loan applications,
qualifying borrowers to standards established by investors, funding residential
mortgages and selling mortgages to investors under pre-existing commitments.
Funded residential mortgages held temporarily for sale to investors are recorded
at cost which approximates market (Note 5). Application and origination fees
collected by the Bank are recognized as income upon sale to the investor.

PREMISES AND EQUIPMENT -- Premises and equipment are stated at cost, less
accumulated depreciation. Gain or loss on retirement of premises and equipment
is recognized in the statements of operations when incurred. Expenditures for
maintenance and repairs are charged to expense; betterments and improvements are
capitalized. Depreciation charges are computed principally on the straight-line
method over the estimated useful lives as follows:

<TABLE>
<S> <C>
Building and improvements........................................................ 7-30 years
Furniture, fixtures and equipment................................................ 5-7 years
</TABLE>

OTHER REAL ESTATE OWNED -- Other real estate owned includes real estate
acquired through foreclosure and loans accounted for as in-substance
foreclosures. Collateral is considered foreclosed in-substance when the borrower
has little or no equity in the fair value of the collateral, proceeds for
repayment of the debt can be expected to come only from the sale of the
collateral and it is doubtful that the borrower can rebuild equity or otherwise
repay the loan in the foreseeable future. Other real estate owned is carried at
the lower of cost (fair value at the date of foreclosure) or fair value minus
estimated costs to sell. Any write-downs at the date of acquisition are charged
to the allowance for possible loan losses. Expenses to maintain such assets,
subsequent changes in the valuation allowance, and gains and losses on disposal
are included in other expenses.

FEDERAL RESERVE BANK AND FEDERAL HOME LOAN BANK STOCK -- Other assets
includes the cost of the Company's investments in the stock of the Federal
Reserve Bank and the Federal Home Loan Bank. The stocks have no quoted market
value and no ready market exists. Investment in Federal Reserve Bank stock is
required for state-chartered member banks. Investment in Federal Home Loan Bank
stock is a condition of borrowing from the Federal Home Loan Bank and the stock
is pledged to secure the borrowings. At December 31, 1995 and 1994, the
Company's investment in Federal Reserve Bank stock was $127,150. At December 31,
1995 and 1994, the Bank's investment in Federal Home Loan Bank stock was
$772,200.

LOANS FEES AND COSTS -- Loan origination and commitment fees and certain
direct loan origination costs are deferred and are being amortized to income
over the contractual lives of commercial and installment loans, adjusted for
prepayments, using the level yield method. Net deferred fees and costs
associated with the origination of home equity lines of credit are being
amortized to income over the contractual life of the lending agreement using the
straight-line method.

INCOME TAXES -- The income tax provision is the sum of amounts currently
payable to taxing authorities and the net changes in income taxes payable or
refundable in future years. Income taxes deferred to future years are determined
utilizing a liability approach. This method gives consideration to the future
tax consequences associated with differences between the financial accounting
and tax bases of certain assets and liabilities, principally the allowance for
loan losses and depreciable premises and equipment.

CASH FLOW INFORMATION -- For purposes of reporting cash flows in
consolidated financial statements, the Company considers certain highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents. Cash equivalents include amounts due from depository institutions
and federal funds sold. Generally, federal funds sold are purchased for one day
periods.

During 1995, 1994 and 1993, the Company paid $2,768,274, $1,676,360 and
$1,664,647, respectively, for interest. In 1995, 1994 and 1993, the Company made
tax payments of $330,841, $512,470 and $148,594, respectively.

Supplemental noncash investing and financing activities are as follows:

In 1995, 1994 and 1993, the Company declared 5% stock dividends and
transferred $655,140, $272,637 and $245,885 from retained earnings (net of cash
paid for fractional shares) to common stock and capital surplus in the amounts
of $54,595,

F-13

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -- Continued
$26,599 and $25,219, respectively, and $600,545, $246,038 and $220,666,
respectively. In 1993 the Bank loaned customers approximately $75,000 to
purchase foreclosed real estate.

Transfers between the categories of securities available-for-sale and
securities held-to-maturity and changes in the valuation account of securities
available-for-sale, including the deferred tax effects, are considered noncash
transactions for purposes of the statement of cash flows and are presented in
detail in the notes to the financial statements.

OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS -- In the ordinary course of
business, the Bank has entered into off-balance-sheet financial instruments
consisting of commitments to extend credit, commitments under credit card
arrangements and letters of credit. These financial instruments are recorded in
the financial statements when they become payable by the customer.

CONCENTRATIONS OF CREDIT RISK -- Financial instruments which potentially
subject the Company to concentrations of credit risk consist principally of
loans receivable, securities, federal funds sold and amounts due from banks.
Management is not aware of any concentrations of loans to classes of borrowers
or industries that would be similarly affected by economic conditions. Although
the Company's loan portfolio is diversified, a substantial portion of its
borrowers' ability to honor the terms of their loans is dependent on business
and economic conditions in Greenwood and Pickens Counties and surrounding areas.
Management does not believe credit risk is associated with obligations of the
United States, its agencies or its corporations. The Company places its deposits
and correspondent accounts with and sells its federal funds to high credit
quality institutions. By policy, time deposits are limited to amounts insured by
the FDIC. Management believes credit risk associated with correspondent accounts
is not significant.

PER SHARE AMOUNTS -- Net income per share is computed by dividing net
income by the weighted average number of shares of common stock and common stock
equivalents outstanding during the period using the treasury stock method
modified for the 20% limitation. For purposes of this calculation, the options
issued to the organizing Board of Directors and the stock options granted to the
Chief Executive Officer and other employees are considered to be common stock
equivalents (Notes 9 and 10). The weighted average common shares outstanding
were 1,019,176, 766,497, and 710,138, at December 31, 1995, 1994 and 1993,
respectively. Retroactive recognition has been given for the effect of the stock
dividends in 1995, 1994 and 1993 (Note 9).

COMMON STOCK OWNED BY THE EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) -- ESOP
purchases and redemptions of the Company's common stock are at estimated fair
value as determined by independent valuations. Dividends on ESOP shares are
charged to retained earnings. All shares held by the ESOP are treated as
outstanding for purposes of computing earnings per share.

RECLASSIFICATIONS -- Certain captions and amounts in the 1994 and 1993
consolidated financial statements were reclassified to conform with the 1995
presentation.

NOTE 2 -- CHANGE IN ACCOUNTING PRINCIPLE:

Effective January 1, 1994, the Company adopted the provisions of Financial
Accounting Standards Board Statement No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" (FASB 115). Management reviewed the
investment securities portfolio and classified securities as either
held-to-maturity or available-for-sale. In determining such classifications,
securities that the Company has the positive intent and ability to hold to
maturity were classified as held-to-maturity and are carried at amortized cost.
All other securities were classified as available-for-sale and are carried at
amortized cost and adjusted to estimated fair value with unrealized gains and
losses included in stockholders' equity on an after-tax basis.

In accordance with the provisions of FASB 115, effective January 1, 1994,
the Company recorded a $4,276 decrease to stockholders' equity representing the
net unrealized after-tax loss at that date. Net income and earnings per share
were not affected by the adoption of the new accounting principle.

Effective November 15, 1995, the Financial Accounting Standards Board
permitted a one-time opportunity for financial institutions to reassess their
investment portfolios and change the classification of their debt securities
from held-to-maturity to available-for-sale without bringing into question the
intent to hold other securities to maturity. In response, management

F-14

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 2 -- CHANGE IN ACCOUNTING PRINCIPLE: -- Continued
determined that the Company's entire investment portfolio was available-for-sale
and transferred securities having an amortized cost of $4,444,290 from the
held-to-maturity to available-for-sale category. The redesignation of securities
had no effect on net income or earnings per share.

NOTE 3 -- RESTRICTIONS ON CASH AND DUE FROM BANKS:

The Bank is required to maintain average reserve balances with the Federal
Reserve Bank computed as a percentage of deposits. At December 31, 1995 and
1994, the required cash reserves were $339,000 and $281,000 respectively, and
were satisfied by vault cash on hand and amounts due from the Federal Reserve
Bank.

NOTE 4 -- INVESTMENT SECURITIES:

Securities available-for-sale at December 31, 1995 and 1994 consist of the
following:

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
<S> <C> <C> <C> <C>
DECEMBER 31, 1995
U.S. Treasury securities............................................... $ 5,896,767 $ 54,767 $ 18 $ 5,951,516
Securities of other U.S. Government agencies and corporations.......... 11,435,284 117,387 6,316 11,546,355
Obligations of states and local government............................. 4,439,076 111,280 104 4,550,252
Mortgage-backed securities............................................. 394,384 3,418 -- 397,802
$22,165,511 $286,852 $ 6,438 $22,445,925
DECEMBER 31, 1994
U.S. Treasury securities............................................... $ 4,995,239 $ -- $106,855 $ 4,888,384
Securities of other U.S. Government agencies and corporations.......... 1,055,805 340 12,116 1,044,029
$ 6,051,044 $ 340 $118,971 $ 5,932,413
</TABLE>

Securities held-to-maturity as of December 31, 1994 consist of the
following:

<TABLE>
<S> <C> <C> <C> <C>
DECEMBER 31, 1994
Obligations of states and local government............................. $ 1,684,334 $ -- $ 56,280 $ 1,628,054
</TABLE>

The following is a summary of maturities of securities available-for-sale
as of December 31, 1995 based on the contractual maturities. Actual maturities
may differ from the contractual maturities because borrowers may have the right
to call or prepay obligations with or without penalty. There were no securities
designated held-to-maturity as of December 31, 1995.

<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED FAIR
COST VALUE
<S> <C> <C>
Due in one year or less................................................ $ 4,247,648 $ 4,271,909
Due after one year but within five years............................... 8,197,634 8,279,312
Due after five years but within ten years.............................. 7,215,892 7,300,096
Due after ten years.................................................... 2,109,953 2,196,806
Mortgage-backed securities............................................. 394,384 397,802
$22,165,511 $22,445,925
</TABLE>

Proceeds from sales of securities available-for-sale during 1995, 1994 and
1993 were $1,975,294, $4,928,398 and $3,068,654, respectively, resulting in
gross realized gains of $156, $266 and $22,327 along with gross realized losses
$21,683, $78,989 and $0, respectively. There were no sales of securities
held-to-maturity in 1995, 1994 or 1993.

F-15

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 4 -- INVESTMENT SECURITIES: -- Continued
At December 31, 1995 and 1994, securities having an amortized cost of
approximately $13,821,812 and $4,607,645, respectively, and an estimated market
value of $14,017,849 and $4,518,167, respectively, were pledged to secure public
and trust deposits, collateralize Federal Home Loan Bank borrowings, and for
other purposes as required and permitted by law.

NOTE 5 -- LOANS RECEIVABLE:

Loans receivable at December 31, 1995 and 1994, are summarized as follows:

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Commercial and agricultural............................................ $13,349,226 $12,231,392
Real estate............................................................ 38,295,636 29,386,734
Home equity............................................................ 6,593,037 4,795,981
Consumer -- installment................................................ 3,721,774 2,974,407
Consumer -- credit card and checking................................... 868,736 978,689
Residential mortgages held for sale.................................... 299,000 136,800
Other, net............................................................. 76,380 61,080
$63,203,789 $50,565,083
</TABLE>

At December 31, 1995 and 1994, the Company had sold participations in real
estate loans aggregating $5,595,122 and $4,882,478, respectively, to other
financial institutions on a nonrecourse basis. Collections on loan
participations and remittances to participating institutions conform to
customary banking practices.

The Company accepts residential mortgage loan applications and funds loans
of qualified borrowers (Note 1). Funded loans are sold without recourse to
investors at face value under the terms of pre-existing commitments. The Company
does not sell residential mortgages having market or interest rate risk. The
Company and its banking subsidiaries do not service residential mortgage loans
for the benefit of others.

At December 31, 1995 and 1994, the banking subsidiaries had pledged
approximately $6,863,611 and $7,652,106, respectively, of loans on residential
real estate as collateral for borrowings from the Federal Home Loan Bank (Note
7).

The Company adopted Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for the Impairment of a Loan", and Statement of
Financial Accounting Standards No. 118, "Accounting By Creditors for Impairment
of a Loan -- Income Recognition and Disclosures" as of January 1, 1995. These
statements identify how creditors should measure and account for impaired loans.
Under SFAS 114 and 118, impairment of loans should be measured at the present
value of the expected future cash flows discounted at the loan's effective
interest rate or at fair value of the collateral if the loan is collateral
dependent.

Loans are defined as impaired when "based on current information and
events, it is probable that a creditor will be unable to collect all amounts due
according to the contractual terms of the loan agreement." All loans are subject
to this criteria except for: "smaller-balance homogeneous loans that are
collectively evaluated for impairment" and loans "measured at fair value or at
the lower of cost or fair value." The Company considers its consumer installment
portfolio, credit cards and home equity lines as meeting this criteria.
Therefore, the real estate and commercial loan portfolios are primarily affected
by these Statements.

The Company identifies impaired loans through its normal internal loan
review process. Loans on the Company's problem loan watch list are considered
potentially impaired loans. These loans are evaluated in determining whether all
outstanding principal and interest are expected to be collected. Loans are not
considered impaired if a minimal delay occurs and all amounts due including
accrued interest at the contractual interest rate for the period of delay are
expected to be collected.

At December 31, 1995, management reviewed its problem loan watch list and
determined that no impairment on loans existed that would have a material effect
on the Company's consolidated financial statements. In accordance with SFAS 114,
financial information for prior periods has not been restated to reflect this
Statement.

F-16

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 5 -- LOANS RECEIVABLE: -- Continued
The accrual of interest is discontinued on impaired loans when management
anticipates that a borrower may be unable to meet the obligations of the note.
Accrued interest through the date the interest is discontinued is reversed.
Subsequent interest earned is recognized only to the point that cash payments
are received. All payments will be applied to principal if the ultimate amount
of principal is not expected to be collected.

An analysis of the allowance for loan losses for the years ended December
31, 1995, 1994 and 1993, is as follows:

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Balance, beginning of year....................................... $580,528 $566,810 $499,806
Provision for loan losses........................................ 112,000 14,000 79,845
Loans charged off, net........................................... (21,190) (282) (12,841)
Balance, end of year............................................. $671,338 $580,528 $566,810
</TABLE>

In the normal course of business, the Company is a party to financial
instruments with off-balance-sheet risk. These financial instruments are
commitments to extend credit and letters of credit and have elements of risk in
excess of the amount recognized in the balance sheet. Commitments to extend
credit are agreements to lend to a customer as long as there is no violation of
any condition established in the contract. Commitments generally have fixed
expiration dates or other termina-tion clauses and may require payment of a fee.
A commitment involves, to varying degrees, elements of credit and interest rate
risk in excess of the amount recognized in the consolidated balance sheets. The
Company's exposure to credit loss in the event of non-performance by the other
party to the instrument is represented by the contractual notional amount of the
instrument. Since certain commitments are expected to expire without being drawn
upon, the total commitment amounts do not necessarily represent future cash
requirements. Letters of credit are conditional commitments issued to guarantee
a customer's performance to a third party and have essentially the same credit
risk as other lending facilities. The Company uses the same credit policies in
making commitments to extend credit as it does for on-balance-sheet instruments.

At December 31, 1995 and 1994, the Company had unfunded commitments of
$11,785,530 and $8,832,576, of which $2,392,675 and $2,743,146, respectively,
were unsecured. At December 31, 1995, the Company was not committed to lend
additional funds to borrowers owing nonaccrual loans.

NOTE 6 -- PREMISES AND EQUIPMENT:

Premises and equipment at December 31, 1995 and 1994, consists of the
following:

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Land...................................................................... $ 465,159 $ 286,254
Buildings................................................................. 1,577,149 1,377,387
Furniture and equipment................................................... 1,600,050 1,002,163
3,642,358 2,665,804
Less, accumulated depreciation............................................ 1,111,538 927,571
$2,530,820 $1,738,233
</TABLE>

F-17

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 7 -- ADVANCES FROM FEDERAL HOME LOAN BANK:

Advances from the Federal Home Loan Bank consisted of the following at
December 31, 1995:

<TABLE>
<CAPTION>
INTEREST
DESCRIPTION RATE BALANCE
<S> <C> <C>
Adjustable rate advances maturing:
January 24, 1996............................................................ 6.02% $1,000,000
March 9, 1996............................................................... 5.78% 117,000
March 23, 1997.............................................................. 5.76% 1,100,000
April 24, 1997.............................................................. 6.02% 1,500,000
Fixed rate advances maturing:
January 29, 1996............................................................ 6.05% 400,000
March 5, 1997............................................................... 5.31% 340,000
May 26, 1997................................................................ 6.34% 21,176
August 27, 1997............................................................. 4.49% 1,615,385
March 24, 1998.............................................................. 7.37% 150,000
$6,243,561
</TABLE>

Scheduled principal reductions of Federal Home Loan Bank advances are as
follows:

As collateral, the Bank has pledged first mortgage loans on one to four
family residential structures aggregating $6,863,611 (Note 5) and debt
securities aggregating $1,750,000 (Note 4) at December 31, 1995. In addition,
the Bank's Federal Home Loan Bank stock, which is included in other assets (Note
1), is pledged to secure the borrowings. Certain advances are subject to
prepayment penalties.

NOTE 8 -- DEPOSITS

The following is a summary of deposit accounts as of December 31, 1995 and
1994:

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Non-interest bearing demand deposits................................... $ 9,447,005 $ 6,967,910
NOW accounts........................................................... 8,028,202 7,157,903
Money market accounts.................................................. 9,497,679 4,815,111
Savings accounts....................................................... 7,921,557 6,817,919
Certificates of deposit................................................ 38,243,131 23,386,958
$73,137,574 $49,145,801
</TABLE>

At December 31, 1995 and 1994, certificates of deposit of $100,000 or more
totaled approximately $12,082,348 and $7,494,002, respectively. Interest expense
on these deposits was approximately $471,000, $259,000 and $253,000 in 1995,
1994 and 1993, respectively.

NOTE 9 -- STOCKHOLDERS' EQUITY:

Pursuant to a prospectus dated February 27, 1995, the Company completed a
public offering of 520,422 shares of its common stock, resulting in net proceeds
(after deducting issuance cost) of $6,009,860. On June 22, 1995, the Company
acquired all of the common stock of Clemson Bank & Trust (the "Clemson Bank")
for $4,500,000. Immediately upon being chartered as a state bank on June 22,
1995, the Clemson Bank assumed ownership of its organizational partnership's
assets and liabilities.

F-18

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 9 -- STOCKHOLDERS' EQUITY: -- Continued
Organizational costs incurred for attorney's fees, consultants and filing
fees in the amount of $68,303 were capitalized and are being amortized over a
five-year period. The unamortized costs are included in the accompanying
consolidated balance sheet.

The Company declared 5% stock dividends for stockholders of record on
August 1, 1995, April 1, 1994 and September 1,1993. Accordingly, amounts equal
to the estimated fair market value of the additional shares issued have been
charged to retained earnings and credited to common stock and capital surplus.
Dividends representing fractional shares were paid in cash.

The Company has authorized 2,000,000 shares of an undesignated class of
stock of $1 par value which are to be designated as the Board of Directors may
determine. Further, the Board of Directors is required to specify relative
rights, preferences and limitations of the undesignated stock prior to issuance.
At December 31, 1995, the undesignated stock class has not been designated.

NOTE 10 -- STOCK OPTIONS:

The Company has two stock option plans: an Employee Incentive Stock Option
Plan (1988 Plan), and an Incentive and Nonstatutory Stock Option Plan (Stock
Plan).

EMPLOYEE INCENTIVE STOCK OPTION PLAN -- Adopted in 1988, this plan provides
for the granting of options to purchase shares of the Company's common stock to
officers and other eligible employees of the Company and Greenwood Bank & Trust.
The per-share exercise price of the options may not be less than the fair market
value of a share of common stock on the date the option is granted. Options
become exercisable one year after the date of grant and can be exercised within
five years from the date of grant. Any options that expire unexercised or are
cancelled become available for issuance.

INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN -- During 1993 the Company
approved the terms of the Company's Incentive Stock Option and Nonstatutory
Stock Option Plan which received shareholders approval on May 16, 1994. The
Stock Plan provides for the granting of statutory incentive stock options within
the meaning of Section 422 of the Internal Revenue Code as well as nonstatutory
stock options and stock appreciation rights. Stock options and stock
appreciation rights are issuable only to employees and directors of the Company
and its subsidiaries. The per-share exercise price of incentive stock options
granted under the Stock Plan may not be less than the fair market value of a
share on the date of grant, nor can the exercise date of any option granted be
less than ten years from the date of grant. Any options that expire unexercised
or are cancelled become available for issuance. Options granted generally become
exercisable after one year and expire ten years from the date of grant.

F-19

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 10 -- STOCK OPTIONS: -- Continued
Information regarding the Company's stock option plans is summarized below
(all amounts have been restated to reflect stock dividends paid in 1995, 1994
and 1993):

<TABLE>
<CAPTION>
1988 STOCK
PLAN PLAN PRICE
<S> <C> <C> <C>
OUTSTANDING, DECEMBER 31, 1992....................................................... 25,000 $7.45 to $10.66
Granted.............................................................................. 14,181 $8.31
Exercised............................................................................ 1,890 $8.21 to $8.57
Cancelled............................................................................ 2,836 $7.45 to $8.31
OUTSTANDING, DECEMBER 31, 1993....................................................... 34,455 $7.45 to $10.66

Granted.............................................................................. 9,812 254,592 $9.07
Exercised............................................................................
Cancelled............................................................................ 8,032 $7.45 to $9.52
OUTSTANDING, DECEMBER 31, 1994....................................................... 36,235 254,592 $7.45 to $10.66

Granted.............................................................................. 14,438 15,750 $11.19 to $11.43
Exercised............................................................................ 300 $9.07
Cancelled............................................................................ 5,781 $9.07 to $11.19
OUTSTANDING, DECEMBER 31, 1995....................................................... 44,892 270,042 $7.45 to $11.43
As of December 31, 1995:
Shares reserved for issuance....................................................... 45,379 275,325
Options exercisable................................................................ 31,717 254,292
Shares available for grant......................................................... 487 5,283
</TABLE>

NOTE 11 -- RELATED PARTY TRANSACTIONS:

Certain parties (primarily directors, executive officers, principal
stockholders and their associates) were loan customers and had other
transactions in the normal course of business with the Company. Related party
loans are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unrelated persons and generally do not involve more than normal risk of
collectibility. Total loans and commitments outstanding to related parties at
December 31, 1995 and 1994, were $2,875,550 and $2,451,285, respectively. During
1995, $1,324,732 of new loans were made to related parties and repayments
totaled $900,467.

The Company has leased land used as the site for a branch banking location
from a director of the Company. The term of the lease is for five years ending
July 31, 1999. The Company can purchase the land at any time during the term of
the lease for $90,000. The average monthly rent during the term of the lease is
$600. Scheduled rental payments for the remaining term of the lease are $6,500
in 1996, $8,200 in 1997, $9,766 in 1998 and $5,833 in 1999. In 1995, payments
under the land lease totaled $5,300. There were no unpaid amounts outstanding at
December 31, 1995

NOTE 12 -- COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS:

In the ordinary course of business, the Company or its subsidiaries may,
from time to time, become a party to legal claims and disputes. At December 31,
1995, management is not aware of any pending or threatened litigation, or
unasserted claims that could result in losses, if any, that would be material to
the consolidated financial statements.

Management anticipates relocating the Company's operations and bookkeeping
departments from its banking centers during 1996. In anticipation of this, the
Company purchased a commercial lot and building on January 29, 1996 from an
unrelated party for approximately $450,000. Management expects an additional
$70,000 to $90,000 of costs to be incurred for renovations.

F-20

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 12 -- COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS: -- Continued
Management also plans to begin construction on a permanent facility for the
Clemson Bank during 1996. The costs of all premises and equipment are expected
to approximate $1,300,000, not to exceed $1,500,000. As of December 31, 1995,
the Company was not committed to any party for expenditures relating to the
construction of the new Bank.

NOTE 13 -- RESTRICTION ON SUBSIDIARY DIVIDENDS:

The ability of the Company to pay cash dividends to stockholders is
dependent upon receiving cash in the form of dividends from its banking
subsidiaries. However, certain restrictions exist regarding the ability of the
subsidiary to transfer funds in the form of cash dividends, loans or advances to
the Company. The prior approval of the Commissioner of Banking is required and
dividends are payable only from the undivided profits of the banking
subsidiaries. At December 31, 1995, the Greenwood Bank's undivided profits were
$1,834,082, and the deficit balance in the Clemson Bank's undivided profits was
$280,765.

NOTE 14 -- INCOME TAXES:

Income tax expense included in the statement of operations for the years
ended December 31, 1995, 1994 and 1993 is summarized as follows:

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Currently payable:
Federal................................................................................ $269,150 $271,737 $275,570
State.................................................................................. 34,960 29,159 25,587
304,110 300,896 301,157
Change in deferred income taxes:
Federal................................................................................ 100,779 (39,267) (41,775)
State.................................................................................. 366 (2,372) (4,069)
101,145 (41,639) (45,844)
Income tax expense................................................................ $405,255 $259,257 $255,313
Income tax expense is allocated as follows:
To continuing operations............................................................... $260,820 $300,575 $255,313
To stockholders' equity................................................................ 144,435 (41,318) --
$405,255 $259,257 $255,313
</TABLE>

A summary of the Company's deferred tax accounts as of December 31, 1995
and 1994 follows:

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Deferred tax assets........................................................... $298,001 $256,000
Deferred tax liabilities...................................................... $189,936 $ 46,790
Valuation allowance........................................................... $ 0 $ 0
</TABLE>

F-21

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 14 -- INCOME TAXES: -- Continued
The principal sources of temporary differences in 1995 and 1994, and timing
differences in 1993, and the related deferred tax effects are as follows:

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Provision for bad debts................................................................... $(38,751) $ (5,390) $(27,675)
Tax depreciation in excess of book depreciation........................................... 7,873 3,193 (4,197)
Net operating losses...................................................................... (9,022)
Other, net................................................................................ (3,390) 1,876 (13,972)
Temporary differences attributable to continuing operations.......................... (43,290) (321) (45,844)
Change in valuation allowance............................................................. -- -- --
Deferred tax expense attributable to continuing operations................................ (43,290) (321) (45,844)
Deferred tax expense (benefit) attributable to stockholders' equity....................... 144,435 (41,318) --
Change in deferred income taxes...................................................... $101,145 $(41,639) $(45,844)
</TABLE>

A reconciliation of the income tax provision and the amount computed by
applying the Federal statutory rate of 34% to income before income taxes and
extraordinary items follows:

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Income tax at the statutory rate......................................................... $270,194 $301,046 $261,427
State income tax, net of federal benefit................................................. 9,959 15,838 10,838
Tax exempt interest income............................................................... (46,573) (19,367) (8,992)
Disallowed interest expense.............................................................. 6,089 3,809 1,498
Officers' life insurance................................................................. (974) 6,077 --
Other, net............................................................................... 22,125 (6,828) (9,458)
$260,820 $300,575 $255,313
</TABLE>

NOTE 15 -- OTHER OPERATING EXPENSES:

Other operating expenses for the years ended December 31, 1995, 1994 and
1993 are summarized below:

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Federal deposit insurance assessment................................................... $ 59,411 $109,001 $ 99,095
Banking and ATM supplies............................................................... 186,286 95,897 88,444
Directors' fees........................................................................ 71,632 90,266 71,762
Mortgage loan department expenses...................................................... 43,575 40,238 96,075
Amortization of organizational costs and other assets.................................. 32,849 30,978 46,225
Computer supplies...................................................................... 110,492 37,146 57,007
Postage and freight.................................................................... 90,134 50,685 47,688
Professional fees...................................................................... 115,823 92,022 96,524
Other.................................................................................. 525,690 369,572 363,219
$1,235,892 $915,805 $966,039
</TABLE>

NOTE 16 -- RETIREMENT AND BENEFIT PLANS:

The Company sponsors a voluntary nonleveraged employee stock ownership plan
(ESOP) as part of a 401(K) savings plan covering substantially all full-time
employees. The Company match is 50 cents per dollar, up to a maximum of 3% of
employee compensation. Company contributions to the savings plan were $22,928,
$19,275 and $27,000 in 1995, 1994 and 1993 respectively. The Company's policy is
to fund amounts accrued. At December 31, 1995, the savings plan owned 20,113
shares of the Company's common stock purchased at an average cost of $10.42 per
share adjusted for the effects of stock dividends. The estimated value of shares
held at December 31, 1995 was $229,892.

F-22

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 16 -- RETIREMENT AND BENEFIT PLANS: -- Continued
The Company has a Directors' Incentive Compensation Plan and an Officers'
Incentive Compensation Plan which provide that portions of directors' fees and
certain officers' cash awards, respectively, will be determined based upon
various performance measures of the Bank. For the years ended December 31, 1995,
1994 and 1993, awards under these plans were $26,856, $41,966 and $25,000,
respectively, and $57,826, $83,777 and $25,300, respectively.

The Company has an Executive Supplemental Compensation Plan which provides
certain officers with salary continuation benefits upon retirement. The plan
also provides for benefits in the event of early retirement, death or
substantial change of control of the Company. For the years ended December 31,
1995, 1994 and 1993, salary continuation expense included in salaries and
employee benefits was $19,762, $11,881 and $2,154, respectively. In connection
with the Executive Supplemental Compensation Plan, life insurance contracts were
purchased on the officers. In 1995, 1994 and 1993, insurance premiums of
$192,210, $192,210 and $110,000, respectively, were paid, of which $180,908,
$167,689 and $95,518, respectively, have been capitalized to reflect the cash
surrender value of investment life insurance contracts.

NOTE 17 -- UNUSED LINES OF CREDIT:

At December 31, 1995, the Bank had unused lines of credit to purchase
federal funds from unrelated banks totaling $9,250,000. These lines of credit
are available on a one to 14 day basis for general corporate purposes. The
lenders have reserved the right not to renew their respective lines.

NOTE 18 -- NEWLY-ISSUED ACCOUNTING STANDARDS

In October 1995, the Financial Accounting Standards Board issued FASB
statement No. 123, "Accounting for Stock-Based Compensation," effective for
transactions entered into in fiscal years that begin after December 15, 1995.
FASB 123 recommends that companies account for stock compensation on a fair
value based method which requires compensation cost to be measured at the grant
date based on the value of the award and to be recognized over the service
period. As an alternative, companies may continue to record compensation cost
based on the excess, if any, of the quoted market price of the stock at the
grant date (or other measurement date) over the amount an employee must pay to
acquire the stock. However, if a company elects this method, it must include in
the financial statements certain disclosures which reflect pro forma amounts as
if the fair value method had been used.

Management has not yet determined the method that will be used to account
for future grants under the Company's stock option plans. The impact for 1996 is
expected to be immaterial to the financial statements, and the effects on future
years has not yet been determined.

NOTE 19 -- FAIR VALUE OF FINANCIAL INSTRUMENTS:

In December 1991, the Financial Accounting Standards Board issued Statement
on Financial Accounting Standards No. 107 (SFAS 107), "Disclosures About Fair
Value of Financial Instruments." SFAS 107 extends the existing fair value
disclosure practices for some instruments by requiring all entities to disclose
the fair value of financial instruments, both assets and liabilities recognized
and not recognized in the balance sheet, for which it is practicable to estimate
fair value. The Company has adopted the provisions of SFAS 107 for its year
ended December 31, 1995.

The fair value of a financial instrument is the amount at which the asset
or obligation could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. Fair value estimates are
made at a specific point in time based on relevant market information and
information about the financial statements. Because no market value exists for a
significant portion of the financial instruments, fair value estimates are based
on judgments regarding future expected loss experience, current economic
conditions, risk characteristics of various financial instruments, and other
factors.

The following methods and assumptions were used to estimate the fair value
of significant financial instruments:

CASH AND DUE FROM BANKS -- The carrying amount is a reasonable estimate of
fair value.

FEDERAL FUNDS SOLD -- Federal funds sold are for a term of one day and the
carrying amount approximates the fair value.

F-23

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 19 -- FAIR VALUE OF FINANCIAL INSTRUMENTS: -- Continued
INVESTMENT SECURITIES -- The fair values of marketable securities
held-to-maturity are based on quoted market prices or dealer quotes. For
securities available-for-sale, fair value equals the carrying amount which is
the quoted market price. If quoted market prices are not available, fair values
are based on quoted market prices of comparable securities.

LOANS -- For certain categories of loans, such as variable rate loans which
are repriced frequently and have no significant change in credit risk and credit
card receivables, fair values are based on the carrying amounts. The fair value
of other types of loans is estimated by discounting the future cash flows using
the current rates at which similar loans would be made to the borrowers with
similar credit ratings and for the same remaining maturities.

DEPOSITS -- The fair value of demand deposits, savings, and money market
accounts is the amount payable on demand at the reporting date. The fair values
of certificates of deposit are estimated using a discounted cash flow
calculation that applies current interest rates to a schedule of aggregated
expected maturities.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS -- The fair value of commitments to
extend credit and standby letters of credit is estimated using the fees
currently charged to enter into similar agreements taking into account the
remaining terms of the agreements and the present creditworthiness of the
counterparties. The contractual amount is a reasonable estimate of fair value
for the instruments because commitments to extend credit and standby letters of
credit are issued on a short-term or floating rate basis.

FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO
REPURCHASE -- The carrying amount is a reasonable estimated of fair value
because these instruments typically have terms of one day.

ADVANCES FROM FEDERAL HOME LOAN BANK -- The carrying amounts of variable
rate borrowings are reasonable estimates of fair value because they can be
repriced frequently. The fair values of fixed rate borrowings are estimated
using a discounted cash flow calculation that applies the Company's current
borrowing rate from the FHLB.

The carrying values and estimated fair values of the Company's financial
instruments as of December 31, 1995 are as follows:

<TABLE>
<CAPTION>
CARRYING ESTIMATED
AMOUNT FAIR VALUE
<S> <C> <C>
FINANCIAL ASSETS:
Cash and due from banks...................................................................... $ 2,949,289 $ 2,949,289
Federal funds sold........................................................................... 2,330,000 2,330,000
Securities available-for-sale................................................................ 22,445,925 22,445,925
Loans........................................................................................ 63,203,789 63,017,141
Allowance for loan losses.................................................................... (671,338) (671,338)

FINANCIAL LIABILITIES:
Demand deposit, interest-bearing transaction, and savings accounts........................... $34,894,443 $34,894,443
Certificates of deposit...................................................................... 38,243,131 38,371,455
Federal funds purchased and securities sold under agreements to repurchase................... 3,034,000 3,034,000
Advances from Federal Home Loan Bank......................................................... 6,243,561 6,227,290

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS:
Commitments to extend credit................................................................. $11,785,530 $11,785,530
</TABLE>

F-24

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 20 -- COMMUNITY CAPITAL CORPORATION (PARENT COMPANY ONLY):

Condensed financial statements for Community Capital Corporation (Parent
Company Only) for the years ended December 31, 1995 and 1994 follow:

BALANCE SHEETS

<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
ASSETS
Cash and cash equivalents...................................................................... $ 200,379 $ 11,952
Investment in subsidiaries..................................................................... 10,467,316 5,257,641
Securities available-for-sale.................................................................. 1,001,888
Premises and equipment, net.................................................................... 897,230 512,352
Other assets................................................................................... 364,760 297,002
Total assets................................................................................ $12,931,573 $6,078,947
LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities.............................................................................. $ 3 $ --
Total liabilities........................................................................... 3 --
Common stock................................................................................... 1,153,060 573,002
Capital surplus................................................................................ 11,254,039 5,110,618
Unrealized gain (loss) on securities available-for-sale, net................................... 177,297 (77,313)
Retained earnings.............................................................................. 347,174 472,640
Total stockholders' equity.................................................................. 12,931,570 6,078,947
Total liabilities and stockholders' equity................................................ $12,931,573 $6,078,947
</TABLE>

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Income:
Interest income on securities available-for-sale....................................... $ 27,348 $ $ 13,336
Fee and rental income.................................................................. 92,745 19,050 8,538
Gain on sale of securities available-for-sale.......................................... -- -- 5,123
120,093 19,050 26,997
Expenses:
Salaries............................................................................... 19,562 12,001 --
Net occupancy expense.................................................................. 67,452 188 (8,595)
Interest expense....................................................................... 7,764 -- --
Other operating expenses............................................................... 89,631 90,206 72,589
184,409 102,395 63,994
Income (loss) before income taxes, cumulative effect of accounting change, and equity in
undistributed earnings of subsidiaries................................................. (64,316) (83,345) (36,997)
Income tax benefit -- allocated from consolidated return................................. 26,625 35,013 16,352
Cumulative effect to December 31, 1992 of a change in accounting principle............... -- -- 12,065
Income (loss) before equity in undistributed earnings of subsidiaries.................... (37,691) (48,332) (8,580)
Equity in undistributed earnings of subsidiaries......................................... 571,559 633,188 568,902
Net income............................................................................... $533,868 $584,856 $560,322
</TABLE>

F-25

<PAGE>
COMMUNITY CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

NOTE 20 -- COMMUNITY CAPITAL CORPORATION (PARENT COMPANY ONLY): -- Continued
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Operating activities:
Net income......................................................................... $ 533,868 $ 584,856 $ 560,322
Adjustments to reconcile net income to net cash provided (used) by operating
activities:
Cumulative effect of accounting change.......................................... -- -- (12,065)
Equity in undistributed earnings of subsidiaries................................ (571,559) (633,188) (568,902)
Depreciation and amortization................................................... 52,052 26,606 26,860
Amortization of securities...................................................... 490
Deferred tax benefit............................................................ (10,177) (35,013) (5,248)
Increase (decrease) in other liabilities........................................ 3 (3,110) 2,443
Increase in other assets........................................................ (58,216) (57,377) (4,024)
Net cash used by operating activities......................................... (53,539) (117,226) (614)
Investing activities:
Purchases of premises and equipment, net........................................... (436,930) (77,517) (23,624)
Purchases of securities available-for-sale......................................... (1,000,660) -- --
Proceeds from sales of securities available-for-sale............................... -- -- 207,069
Net investment in Clemson Bank..................................................... (4,384,589)
Purchase of equity securities...................................................... -- -- (187,609)
Net cash used by investing activities......................................... (5,822,179) (77,517) (4,164)
Financing activities:
Proceeds from the exercise of stock options........................................ 2,721 -- 15,825
Proceeds from sales of stock to retirement plan.................................... 55,758 153,737 --
Cash paid in lieu of fractional shares............................................. (4,194) (1,920) (302)
Proceeds from issuance of common stock............................................. 6,009,860
Borrowings for organization of the Clemson Bank.................................... 457,189
Repayment of organizational notes.................................................. (457,189)
Net cash provided by financing activities..................................... 6,064,145 151,817 15,523
Net increase (decrease) in cash and cash equivalents................................. 188,427 (42,926) 10,745
Cash and cash equivalents, beginning of year......................................... 11,952 54,878 44,133
Cash and cash equivalents, end of year............................................... $ 200,379 $ 11,952 $ 54,878
</TABLE>

Supplemental schedule of non-cash investing and financing activities:

In 1995, 1994 and 1993, the Company declared 5% stock dividends and
transferred $655,140, $272,637 and $245,885, respectively, from retained
earnings to common stock and capital surplus in the amounts of $54,595, $26,599
and $25,219, respectively, and $600,545, $246,038 and $220,666, respectively.

F-26

<PAGE>

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information................................ 2
Incorporation of Certain Documents by
Reference.......................................... 2
Prospectus Summary................................... 3
Risk Factors......................................... 6
The Company.......................................... 10
Acquisition of the Carolina First Branches........... 10
Use of Proceeds...................................... 13
Market for Common Stock.............................. 13
Dividend Policy...................................... 13
Dilution............................................. 14
Capitalization....................................... 15
Selected Consolidated Financial Data................. 16
Management's Discussion and Analysis of Financial
Condition and Results of Operations................ 17
Business............................................. 33
Government Supervision and Regulation................ 38
Management........................................... 42
Description of Securities............................ 46
Underwriting......................................... 50
Legal Matters........................................ 51
Experts.............................................. 51
Index to Consolidated Financial Statements........... F-1
</TABLE>

1,465,000 SHARES

(Logo of Community Capital Corporation appears here)

COMMON STOCK
PROSPECTUS
J.C. Bradford &Co.

Edgar M. Norris & Co., Inc.
, 1997

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the issuance and distribution of the
securities being registered, all of which will be paid by the Registrant, are as
follows:

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee....................................... $ 5,871
National Association of Securities Dealers Filing Fee..................................... 2,438
American Stock Exchange Listing Fee....................................................... 22,500
Legal Fees and Expenses................................................................... 132,000*
Accounting Fees and Expenses.............................................................. 56,000*
Blue Sky Fees and Expenses................................................................ 35,000*
Transfer Agent and Registrar Fees and Expenses............................................ 3,000*
Printing and Engraving Expenses........................................................... 75,000*
Miscellaneous Expenses.................................................................... 68,191*
Total.............................................................................. $400,000
</TABLE>

* Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Except as hereinafter set forth, there is no statute, charter provision,
bylaw, contract or other arrangement under which any controlling person,
director or officer of the Registrant is insured or indemnified in any manner
against liability which such person may incur in such person's capacity as such.

Section 33-8-500 et seq. of the South Carolina Business Corporation Act of
1988, as amended, provides the Registrant with broad powers and authority to
indemnify its directors and officers and to purchase and maintain insurance for
such purposes and mandates the indemnification of the Registrant's directors
under certain circumstances. The Registrant's Articles of Incorporation also
provide the Registrant with the power and authority to the fullest extent
legally permissible under the to indemnify its directors and officers, persons
serving at the request of the Registrant or for its benefit as directors or
officers of another corporation, and persons serving as the Registrant's
representatives or agents in certain circumstances. Pursuant to such authority
and the provisions of the Registrant's Articles of Incorporation, the Registrant
intends to purchase insurance against certain liabilities that may be incurred
by it and its officers and directors. Reference is also made to the discussion
in the Prospectus under the caption "Description of Securities -- Director
Liability."

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S> <C>
1.1** -- Form of Agreement with J.C. Bradford & Co. and Edgar M. Norris & Co., Inc.
3.1* -- Articles of Incorporation of Registrant. (Incorporated by reference to Exhibit 3.1 to Registrant's Form 10-K for
the fiscal year ended December 31, 1995)
3.2* -- Articles of Amendment to Articles of Incorporation of Registrant (re: Change of Name) (Incorporated by reference
to Exhibit 3.2 to Registrant's Form 10-K for the fiscal year ended December 31, 1995)
3.3* -- Bylaws of Registrant. (Incorporated by reference to Exhibit 3.3 to Registrant's Form 10-K for the fiscal year
ended December 31, 1995)
4.1 -- Form of Common Stock Certificate. (The rights of security holders of the Registrant are set forth in the
Registrant's Articles of Incorporation and Bylaws included as Exhibits 3.1 and 3.3, respectively.)
5.1 -- Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
10.1* -- Registrant's Stock Option Plan for employees (1988). (Incorporated by reference to Exhibit 10.1 to Registrant's
Form 10-K for the fiscal year ended December 31, 1995)
10.2* -- Registrant's Incentive Stock Option and Nonstatutory Stock Option Plan (1993) as Amended and Restated through
April 15, 1996. (Incorporated by reference to Exhibit to Registrant's Definitive Proxy Statement for Annual
Meeting of Shareholders held on May 20, 1996)
</TABLE>

II-1

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S> <C>
10.3* -- Registrant's Executive Supplemental Income Plan (Summary) and form of Executive Supplemental Income Agreement.
(Incorporated by reference to Exhibit 10.3 to Registrant's Form 10-K for the fiscal year ended December 31,
1995)
10.4* -- Registrant's Management Incentive Compensation Plans (Summary). (Incorporated by reference to Exhibit 10.4 to
Registrant's Form 10-K for the fiscal year ended December 31, 1995)
10.5* -- Lease Agreement dated July 8, 1994 between John W. Drummond and the Registrant. (Incorporated by reference to
Exhibit 10.5 to Registrant's Form 10-K for the fiscal year ended December 31, 1995)
10.6 -- Lease Agreement With Options dated June 11, 1996 between Robert C. Coleman and the Registrant.
10.7 -- Bank Development Agreement dated May 15, 1996 between the Registrant and the organizers of The Bank of Belton
(In Organization).
10.8 -- Bank Development Agreement dated September 9, 1996 between the Registrant and the organizers of The Bank of
Newberry County (In Organization).
10.9 -- Bank Development Agreement dated November 18, 1996 between the Registrant and the organizers of The Bank of
Barnwell County (In Organization).
10.10 -- Line of Credit dated June 5, 1996 between Greenwood Bank & Trust and the Belton Bank Group, a partnership of the
organizers of The Bank of Belton (In Organization).
10.11 -- Line of Credit dated September 4, 1996 between Greenwood Bank & Trust and the Newberry Bank Group, a partnership
of the organizers of The Bank of Newberry County (In Organization).
10.12 -- Line of Credit dated October 21, 1996 between Greenwood Bank & Trust and the Barnwell Bank Group, a partnership
of the organizers of The Bank of Barnwell County (In Organization).
10.13* -- Employment Contract dated November 19, 1987 between Greenwood National Bank and William G. Stevens.
(Incorporated by reference to Exhibit 10.7 to Registrant's Form 10-K for the fiscal year ended December 31,
1995)
10.14* -- Employment and Option Agreement dated November 21, 1994 between Donna W. Robinson and the Registrant.
(Incorporated by reference to Exhibit 10.8 to Registrant's Form 10-K for the fiscal year ended December 31,
1995)
10.15 -- Employment and Option Agreement dated December 5, 1996 between James A. Lollis and the Registrant.
10.16 -- Employment and Option Agreement dated December 5, 1996 between William F. Steadman and the Registrant.
10.17 -- Employment and Option Agreement dated December 5, 1996 between Marshall L. Martin, Jr. and the Registrant.
10.18** -- Purchase and Assumption Agreement dated December , 1996 among Carolina First Bank, The Bank of Barnwell County
(In Organization) and the Registrant.
11.1 Statement of Computation of Per Share Earnings.
22.1 -- Subsidiaries of the Registrant.
23.1 -- Consent of Tourville, Simpson & Henderson.
23.2 -- Consent of Nexsen Pruet Jacobs & Pollard, LLP (included in their opinion filed as Exhibit 5.1)
24.1 -- Directors' Powers of Attorney.
27.1* Financial Data Schedule (Incorporated by reference to Exhibit 27.1 of Registrant's Form 10-K for the fiscal year
ended December 31, 1995 and Form 10-Q for the quarter ended September 30, 1996).
99.1 -- Rule 438 consents of certain persons named in the Registration Statement.
</TABLE>

* Incorporated by reference as indicated.

** To be filed by amendment.

II-2

<PAGE>
ITEM 17. UNDERTAKINGS.

(a) ACCELERATION OF EFFECTIVE DATE. Insofar as indemnification for
liabilities under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described under
Item 15 above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.

(b) INCORPORATION OF SUBSEQUENT EXCHANGE ACT DOCUMENTS. The Registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Act of 1934) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon the Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3

<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Greenwood, State of South Carolina, on December 20,
1996.

COMMUNITY CAPITAL CORPORATION

By: /s/ WILLIAM G. STEVENS
WILLIAM G. STEVENS
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE

/s/ WILLIAM G. STEVENS* President, Chief Executive Officer and December 20, 1996
WILLIAM G. STEVENS Director

/s/ JAMES H. STARK* Chief Financial Officer (Principal December 20, 1996
JAMES H. STARK Financial and Accounting Officer)

* Assistant Secretary and Director December 20, 1996
PATRICIA C. EDMONDS

* Director December 20, 1996
DAVID P. ALLRED

* Director December 20, 1996
ROBERT C. COLEMAN

* Director December 20, 1996
JOHN W. DRUMMOND

* Director December 20, 1996
WAYNE Q. JUSTESEN, JR.

* Director December 20, 1996
THOMAS C. LYNCH, JR.

* Director December 20, 1996
H. EDWARD MUNNERLYN

* Director December 20, 1996
GEORGE B. PARK

* Director December 20, 1996
JOSEPH H. PATRICK, JR.

* Director December 20, 1996
DONNA W. ROBINSON

* Director December 20, 1996
GEORGE D. RODGERS
</TABLE>

II-4

<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE

<S> <C> <C>
* Director December 20, 1996
CHARLES J. ROGERS

* Director December 20, 1996
THOMAS E. SKELTON

* Director December 20, 1996
LEX D. WALTERS

*By: /s/ WILLIAM G. STEVENS December 20, 1996
WILLIAM G. STEVENS
(AS ATTORNEY-IN-FACT FOR EACH OF THE PERSONS
INDICATED)
</TABLE>

II-5

<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S> <C>
1.1 ** Form of Agreement with J.C. Bradford & Co. and Edgar M. Norris & Co., Inc.

3.1 * Articles of Incorporation of Registrant. (Incorporated by reference to Exhibit 3.1 to Registrant's Form
10-K for the fiscal year ended December 31, 1995)

3.2 * Articles of Amendment to Articles of Incorporation of Registrant (re: Change of Name) (Incorporated by
reference to Exhibit 3.2 to Registrant's Form 10-K for the fiscal year ended December 31, 1995)

3.3 * Bylaws of Registrant. (Incorporated by reference to Exhibit 3.3 to Registrant's Form 10-K for the fiscal
year ended December 31, 1995)

4.1 Form of Common Stock Certificate. (The rights of security holders of the Registrant are set forth in the
Registrant's Articles of Incorporation and Bylaws included as Exhibits 3.1 and 3.3, respectively.)

5.1 Opinion of Nexsen Pruet Jacobs & Pollard, LLP.

10.1 * Registrant's Stock Option Plan for employees (1988). (Incorporated by reference to Exhibit 10.1 to
Registrant's Form 10-K for the fiscal year ended December 31, 1995)

10.2 * Registrant's Incentive Stock Option and Nonstatutory Stock Option Plan (1993) as Amended and Restated
through April 15, 1996. (Incorporated by reference to Exhibit to Registrant's Definitive Proxy
Statement for Annual Meeting of Shareholders held on May 20, 1996)

10.3 * Registrant's Executive Supplemental Income Plan (Summary) and form of Executive Supplemental Income
Agreement. (Incorporated by reference to Exhibit 10.3 to Registrant's Form 10-K for the fiscal year
ended December 31, 1995)

10.4 * Registrant's Management Incentive Compensation Plans (Summary). (Incorporated by reference to Exhibit
10.4 to Registrant's Form 10-K for the fiscal year ended December 31, 1995)

10.5 * Lease Agreement dated July 8, 1994 between John W. Drummond and the Registrant. (Incorporated by
reference to Exhibit 10.5 to Registrant's Form 10-K for the fiscal year ended December 31, 1995)

10.6 Lease Agreement With Options dated June 11, 1996 between Robert C. Coleman and the Registrant.

10.7 Bank Development Agreement dated May 15, 1996 between the Registrant and the organizers of The Bank of
Belton (In Organization).

10.8 Bank Development Agreement dated September 9, 1996 between the Registrant and the organizers of The Bank
of Newberry County (In Organization).

10.9 Bank Development Agreement dated November 18, 1996 between the Registrant and the organizers of The Bank
of Barnwell County (In Organization).

10.10 Line of Credit dated June 5, 1996 between Greenwood Bank & Trust and the Belton Bank Group, a
partnership of the organizers of The Bank of Belton (In Organization).

10.11 Line of Credit dated September 4, 1996 between Greenwood Bank & Trust and the Newberry Bank Group, a
partnership of the organizers of The Bank of Newberry County (In Organization).

10.12 Line of Credit dated October 21, 1996 between Greenwood Bank & Trust and the Barnwell Bank Group, a
partnership of the organizers of The Bank of Barnwell County (In Organization).

10.13 * Employment Contract dated November 19, 1987 between Greenwood National Bank and William G. Stevens.
(Incorporated by reference to Exhibit 10.7 to Registrant's Form 10-K for the fiscal year ended December
31, 1995)

10.14 * Employment and Option Agreement dated November 21, 1994 between Donna W. Robinson and the Registrant.
(Incorporated by reference to Exhibit 10.8 to Registrant's Form 10-K for the fiscal year ended December
31, 1995)

10.15 Employment and Option Agreement dated December 5, 1996 between James A. Lollis and the Registrant.

10.16 Employment and Option Agreement dated December 5, 1996 between William F. Steadman and the Registrant.

10.17 Employment and Option Agreement dated December 5, 1996 between Marshall L. Martin, Jr. and the
Registrant.

10.18 ** Purchase and Assumption Agreement dated December , 1996 among Carolina First Bank, The Bank of
Barnwell County (In Organization) and the Registrant.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<C> <S> <C>
11.1 Statement of Computation of Per Share Earnings.

22.1 Subsidiaries of the Registrant.

23.1 Consent of Tourville, Simpson & Henderson.

23.2 Consent of Nexsen Pruet Jacobs & Pollard, LLP (included in their opinion filed as Exhibit 5.1)

24.1 Directors' Powers of Attorney.

27.1 * Financial Data Schedule (Incorporated by reference to Exhibit 27.1 of Registrant's Form 10-K for the
fiscal year ended December 31, 1995 and Form 10-Q for the quarter ended September 30, 1996)

99.1 Rule 438 consents of certain persons named in the Registration Statement.
</TABLE>

* Incorporated by reference as indicated.

** To be filed by amendment.

<PAGE>

EXHIBIT 4.1

[FORM OF COMMON STOCK CERTIFICATE]

[LOGO]

Number Community Capital Corporation Shares
CCC ______ Greenwood, South Carolina _________

INCORPORATED UNDER THE LAWS OF THE STATE OF SOUTH CAROLINA

SEE REVERSE FOR CERTAIN DEFINIT ______
CUSIP No. _____

This Certifies that

is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK
$1.00 PAR VALUE PER SHARE OF

COMMUNITY CAPITAL CORPORATION

Transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby are issued and
shall be had subject to the provisions of the Certificate of Incorporation and
the Bylaws of the Corporation as amended from time to time, to which the holder
by acceptance hereof asserts. This certificate is not valid unless countersigned
by the Transfer Agent. Wires the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.

Dated:

Chief Financial Officer President and Chief Executive Officer

[BACK OF STOCK CERTIFICATE

COMMUNITY CAPITAL CORPORATION
NOTICE

The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights. Such request shall be in writing and may be made to the Corporation or
the Transfer Agent.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
accordance to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties _________Custodian________
JT TFN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants in common under Uniform Gifts to [ZW]
Minors
Act ______________________
UNIF TAF MIN ACT -

<PAGE>

______Custodian (until age __)
(Cust)
_____________ under Uniform
(Minor)
Transfer to Minors Act
__________________________
(________)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, ____________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

___________________________________________

<PAGE>

NEXSEN PRUET JACOBS & POLLARD, LLP
1441 Main Street, Suite 1500
Post Office Drawer 2426
Columbia, SC 29201

December 20, 1996

Community Capital Corporation
109 Montague Street
Greenwood, South Carolina 29646

RE: Form S-2 Registration Statement

Gentlemen:

We have acted as counsel to Community Capital Corporation, a South
Carolina corporation (the "Company"), in connection with the registration of
1,684,750 shares of the Company's $1.00 par value common stock (the "Common
Stock") pursuant to a registration statement on Form S-2 initially filed with
the Securities and Exchange Commission on or about December 20, 1996 (the
"Registration Statement").

We have examined and are familiar with the Articles of Incorporation
and the Bylaws of the Company, as the same have been amended through the date
hereof, and have examined the originals, or copies certified or otherwise
identified to our satisfaction, of corporate records, including minute books, of
the Company. We have also examined the Registration Statement and such statutes
and other records, instruments and documents pertaining thereto that we have
deemed necessary to examine for the purposes of this opinion. In our
examination, we have assumed the completeness and authenticity of any document
submitted to us as an original, the completeness and conformity to the originals
of any document submitted to us as a copy, the authenticity of the originals of
such copies, the genuineness of all signatures and the legal capacity and mental
competence of natural persons.

On the basis of and in reliance upon the foregoing, we are of the
opinion that the Common Stock registered under the Registration Statement when
duly issued and delivered as described in the Registration Statement (in the
form declared effective by the Commission) and duly purchased and paid for, will
be legally issued, fully paid and nonassessable.

This opinion is being rendered to be effective as of the effective date
of the Registration Statement. We hereby consent to the filing of this opinion,
or copies thereof, as an exhibit to the Registration Statement and to the
statement made regarding our firm under the caption "Legal Matters" in the
prospectus included in the Registration Statement, but we do not thereby admit
that we are within the category of persons whose consent is required under the
provisions

<PAGE>

Community Capital Corporation
December 20, 1996
Page 2
- ----------------------------------------

of the Securities Act of 1933, as amended, or the rules and regulations
promulgated by the Commission thereunder.

Very truly yours,

NEXSEN PRUET JACOBS & POLLARD, LLP

By: /s/ JULIAN HENNIG III
Julian Hennig III

JH/lwb

<PAGE>

STATE OF SOUTH CAROLINA )
) LEASE AGREEMENT WITH OPTIONS
COUNTY OF GREENWOOD )

THIS AGREEMENT under the terms and conditions hereinafter set forth is
made by and between Robert C. Coleman, as Lessor (hereinafter referred to as
LANDLORD), and Community Capital Corporation, a South Carolina corporation
(hereinafter referred to as TENANT), as Lessee.
WITNESSETH:
That the Landlord has leased and by these presents does grant and
demise unto Tenant property located at 1601 By-Pass 72 Northeast being the
formerly Cellular One/Bell Atlantic Mobile building adjacent to Food Max and
shown on plans and specifications prepared by Jim Steverson, A.I.A., which are
attached hereto and incorporated herein by reference.
TERM AND RENTAL:
TO HAVE AND TO HOLD, the same, with rights, privileges, easements and
appurtenances "thereunto attaching and belonging to Tenant for the term of ten
(10) years beginning August 1, 1996, and ending on July 31, 2006.
Tenant shall, during the term of this lease, pay to Landlord a base
rental of $3500.00 per month for the first 60 months, with the rent to increase
to $3850.00 per month (2% per year) beginning after the fifth year of the
initial lease period. It is understood and agreed that the first payment shall
be made on or before August l, 1996. For clarification purposes, it is
understood and agreed that the 2% increase per year is not a compounding
increase but merely a straight 2% of the original $3500.00 per month rental.

<PAGE>

TITLE AND ENJOYMENT:
Landlord covenants that it has good title to the leased premises; that
the premises are free and clear of all liens, encumbrances, and leases. Landlord
further covenants that Tenant, on paying the rental herein provided, and in
keeping, observing, and performing all the other terms, covenants, and
agreements herein contained on the part of Tenant to be kept, observed, and
performed, shall, during the term hereby granted, peaceable and quietly have,
hold, and enjoy the said premises for the full term of ten years in this lease,
subject to the terms, covenants and agreements hereof. In the event, during the
term of this lease, Landlord's title shall fail or become clouded in such
fashion that Landlord is unable to grant the term herein demised, then Tenant
shall have to [sic] option to correct such condition or cloud, at Landlord's
expense, or to cancel and void this Lease. USE OF PREMISES:
Tenant covenants not to use its premises for any illegal purpose nor in
such manner as to violate any applicable and valid law, rule or regulation of
any governmental body, and to occupy and use its premises in a careful, safe and
proper manner, and not permit waste thereon.
CONSTRUCTION:
Landlord covenants and agrees to make improvements on the premises as
per the aforesaid specs by James Steverson at Landlord's costs. In this
connection, it is understood and agreed that Tenant shall be responsible for
costs of providing furniture, fixtures and equipment, including, but not limited
to, any safes, pneumatic tubes, teller windows or other banking related
fixtures, equipment and the like. REPAIRS BY TENANT:
Tenant covenants that during the lifetime of this lease it will
maintain the building and premises, at its sole expense, in good order and
repair. At the expiration, or any prior

<PAGE>

terminations, of this lease, Tenant will surrender the premises to Landlord in
as good condition as received, except for ordinary wear and tear.
Tenant, during the lease term, shall not make any alterations,
additions, improvements, non-cosmetic changes or other material to the demised
premises without the prior written approval of Landlord, which approval shall
not be unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant
shall be permitted to make minor alterations as defined below without Landlord's
prior written consent. Minor alterations, as used herein, shall be defined as
any alterations, improvements, etc., made to the demised premises (including the
facade thereof) which do not affect the structure of the building, its systems
or equipment. If Landlord approves any alterations, additions, improvements,
etc., Landlord and Tenant shall mutually agree, in writing, at least 30 days
prior to termination of this lease, of whether Tenant shall, upon termination of
this lease, either (1) remove any such alterations or additions and repair any
damage to the building or the demised premises occasioned by their installation
or removal and restore the demised premises to substantially the same condition
as existed prior to the time when any such alterations or additions were made,
or (2) reimburse Landlord for the cost of removing such alterations or additions
and the restoration of the demised premises. Unless the Landlord requests
removal of any of the alterations, additions, improvements, etc., said work
shall become and be the property of the Landlord.
It is understood and agreed that Landlord will maintain the parking
facility and the exterior of the building, including, but not limited to,
service lines into the building, exterior walls, roof, all structural repairs to
the building, heating, ventilating and air conditioning equipment. Tenant shall
maintain, repair, and replace, as necessary, the plumbing, lighting, fixtures
and other electrical and mechanical equipment, glass breakage and make all other
repairs or replacements as necessary. Tenant shall be responsible for service
and maintenance on the

<PAGE>

heating and air conditioning not to exceed $100.00 and shall change the filters
of same on a regular basis.
ASSIGNMENT AND SUBLETTING:
Tenant may transfer and assign this Lease or sublet the premises only
upon prior consent of the Landlord.
TAXES AND OTHER LIENS:
Tenant covenants and agrees to pay its pro rata share of common area
and ad valorem property taxes and special assessments of the state, city and
county governments which may be made against the leased premises. In this
connection, the Tenant agrees to pay a pro rata share of the taxes on the basis
of square footage of the demised premises as compared to the entire square
footage within the shopping center. In the event Tenant fails to pay any taxes
or assessments by it hereunder or keep the leased premises free and clear from
any and all liens and claims of Tenant's creditors, except as hereinabove noted,
which interfere with Landlord's ownership, Landlord may, but shall not be
required to pay said taxes or other assessments or discharge said liens and add
the cost to the rental provided hereunder.
INSURANCE:
Landlord agrees to maintain hazard insurance on the building itself and
Tenant agrees to maintain contents coverage thereon.
Tenant also agrees to maintain liability coverage on said premises and
shall hold Landlord harmless and indemnify Landlord for any accidents or damages
occurring to persons or property arising on said premises. The amounts of
coverage shall be with such companies and in such amounts as is mutually agreed
between Landlord and Tenant.

<PAGE>

UTILITY BILLS:
Tenant shall pay all public utility charges made against its leased
premises for water, sewer, gas, oil and electricity during the continuance of
this lease, as the same shall become due.
INDEMNITY:
Tenant agrees to hold Landlord harmless from and against any and all
claims which may arise from, on, in, or about leased premises when such claims
arise out of or are caused in whole or in part by a defective, dangerous, or
unsafe condition of leased premises, equipment, fixtures, or appurtenances
required to be maintained in good repair by Tenant. Tenant further agrees to
hold Landlord harmless from any and all claims which may arise from, on, in, or
about leased premises when such claims arise out of, or are caused by, Tenants
negligence, or failure to perform its obligations hereunder. REMEDIES OF
LANDLORD IN EVENT OF DEFAULT BY TENANT:
In the event Tenant shall default in the payment of any rental herein
provided for and such default shall continue for 30 days after Landlord shall
have notified Tenant in writing of the existence of such default, or, if Tenant
shall default in the performance of any of the other covenants, promises, or
agreements herein set forth and contained for Tenant to keep and perform, and
such default shall continue for 30 days after Landlord shall have notified
Tenant in writing of the existence of such default, then Landlord may forthwith
reenter the premises and repossess itself thereof, it being fully understood and
agreed that any amounts paid in by Tenant to Landlord shall be forfeited to the
Landlord as liquidated damages. No termination of this lease prior to the normal
expiation [sic] shall affect Landlord's right to collect rent for the entire ten
year lease term as discounted by normal actuarial discounting methods. If not
mutually agreed upon then each party may select an arbitrator who shall select a
third arbitrator which decision shall be binding.

<PAGE>

OPTION TO RENEW:
For and in consideration of the premises and the covenants herein
contained, Tenant shall have the right at any time during the term of this lease
to renew the lease for four additional five year periods, the lease amount to be
the original $3500.00 per month amount plus the non-compounded 2% incremental
increases. In other words, for example, the first option period shall be in the
amount of $4235.00 per month, during the second option period rent shall be in
the amount of $4658.50 per month, the third option period rent shall be $5124.35
per month, and the fourth option period rent shall be $5636.79 per month. With
the exception of the rental, all of the other terms and conditions applicable to
the original primary term shall remain the same.
With respect to the monthly charge for rent during the option periods,
if Landlord or Tenant feels that the rent amount should be reviewed, then one
appraiser shall be named by Landlord and one appraiser shall be named by Tenant.
The two named appraisers shall name a third appraiser to review the monthly rent
and decide on an appropriate amount of rent adjustment which shall be binding on
the parties hereto. If the review/appraisal process is utilized, it is agreed by
the parties that any adjustment to the monthly rent shall be no lower than the
greater of $3850.00 or the rent charged during the previous years monthly rent.
In the event of breach of this lease contract, the Landlord shall have
the right to cause all rent due or to become due during the term or any
extension thereof previously agreed to by the parties, to be and become
immediately due and payable. NOTICES, PARTIES AND NON-WAIVERS:
All notices required or permitted by the terms of this lease Agreement
shall be sent by mail to the Tenant at Montague Avenue, Greenwood, S. C. or to
the Landlord at P. O. Box 701, Greenwood, S.C. or at such other address as may
be designated by the parties.

<PAGE>

All covenants, conditions, agreements and undertakings herein contained
shall extend to and be binding upon the parties, their respective heirs,
administrators, executors, successors and assigns. No delay or omission by
either party hereto to exercise any right or power accruing upon non-compliance,
default or breach of covenants by the other party shall be construed as a waiver
of such power or right or impair the right of such party to exercise any power,
right or accruing on account of any subsequent non-compliance, default, nor the
breach of the same covenant or any other covenant contained in this agreement.
IN WITNESS WHEREOF, the parties hereto have hereunder set their hands
and seals this 11th day of June, 1996.

WITNESS: (AS TO LANDLORD)
/s/ LEE LEE MOTSINGER /s/ ROBERT C. COLEMAN
ROBERT C. COLEMAN

/s/ HEIDI AYERS

WITNESS: (AS TO TENANT) COMMUNITY CAPITAL
CORPORATION

/s/ LEE LEE MOTSINGER BY: /s/ JAMES H. STARK

/s/ HEIDI AYERS Its: Chief Financial Officer

<PAGE>

STATE OF SOUTH CAROLINA )
)
) PROBATE
COUNTY OF GREENWOOD )

PERSONALLY appeared before me the undersigned witness who, being first
duly sworn, says that (s)he saw the within-named Robert C. Coleman sign, seal,
and as his act and deed deliver the within written document and that (s)he with
the other witness above, witnessed the execution thereof.

/s/ LEE LEE MOTSINGER
witness

SWORN to before me this 11th day of June, 1996.
/s/ LESLIE C. STEVENSON
NOTARY PUBLIC FOR SOUTH CAROLINA
My Commission Expires: 5/28/02

STATE OF SOUTH CAROLINA )
)
) PROBATE
COUNTY OF GREENWOOD )

PERSONALLY appeared before me the undersigned witness who, being first
duly sworn, says that (s)he saw the within-named Community Capital Corporation,
by James H. Stark, Chief Financial Officer, sign, seal, and as his act and deed
deliver the within written document and that (s)he with the other witness above,
witnessed the execution thereof.

/s/ LEE LEE MOTSINGER
witness

SWORN to before me this 11th day of June, 1996.
/s/ LESLIE C. STEVENSON
NOTARY PUBLIC FOR SOUTH CAROLINA
My Commission Expires: 5/28/02

<PAGE>

BANK DEVELOPMENT AGREEMENT

This Bank Agreement (the "Agreement") is made as of this 15th day of
May, 1996, by and among Community Capital Corporation, a South Carolina
corporation (the "Holding Company"), and the undersigned organizers of The Bank
of Belton (the "Bank")(in organization).

The Holding Company and the Organizers have jointly pursued the
formation of a bank in Belton, South Carolina (the "Bank"). This Agreement
formalizes the terms of such joint pursuit.

NOW, THEREFORE, in consideration of these premises and the mutual
covenants hereafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

Statement of Agreement

1. Structure. The bank will be organized as a wholly-owned subsidiary
of the Holding Company and is anticipated to be a state chartered bank having
membership in the Federal Deposit Insurance Corporation and the Federal Reserve
System.

2. Capitalization. The initial Capitalization of the Bank is expected
to be $3,500,000 (or such other amount as may be necessary to satisfy South
Carolina banking laws and applicable regulatory requirements). This initial
capitalization is anticipated to be funded as set forth in Section 5 below and
will be accomplished pursuant to the terms of a Conditional Subscription
Agreement between the Holding Company and the Bank, substantially in the form
attached hereto as Exhibit A.

3. Development. Each of the parties has agreed to cooperate in all
aspects of the development of the Bank and to exercise their good faith and best
efforts to accomplish the goals contemplated by this Agreement. Notwithstanding
the foregoing, the division of responsibilities related to the organization and
formation of the Bank shall be as follows:

A. The Holding Company shall be responsible for the legal and
accounting aspects of organization of the Bank and all state and federal
regulatory approvals, but the Organizers shall be consulted and have opportunity
for input and comment on all material documents and issues related thereto.

B. Subject to the Holding Company's opportunity for input,
comment, and approval, the Organizers shall procure and provide professional
bank consultant services to the Holding Company to assist with the formation of
the Bank and all state and federal regulatory approvals.

C. The Organizers shall be responsible for the acquisition
and/or leasing of certain real or personal property related to the proposed
operation of the Bank, but the Holding Company shall be consulted and have
opportunity for input and comment on the selection of such property and all
material documents and issues related hereto.

<PAGE>

4. Allocation of Expenses.

A. Expenses Paid By Holding Company.

1. Legal and Accounting Fees. The Holding Company
shall be responsible for, and shall advance, all legal and accounting fees
incurred by the Holding Company or Bank which are associated with the Public
Offering (as defined hereinbelow) and the formation of the Bank.

2. Employee Expenses. As set forth in that certain
Employment and Option Agreement by and between James Lollis ("Lollis") and the
Holding Company dated (The "Employee Agreement"), Lollis is
employed as Vice-President of the Holding Company for an initial term of two (2)
years, and his duties include assisting the Holding Company with the formation
of the Bank. Subject to reimbursement as set forth in Section 4(B)(2) hereof,
until the Bank assumes the payment of Lollis's salary and benefits as set forth
in Section 9 hereof, the Holding Company shall be responsible for, and shall
advance, salary, FICA, perquisites and fringe benefits to Lollis as set forth
[sic] the Employment Agreement.

B. Expenses Paid By Organizers. Subject to reimbursement as
set forth in Section 6 hereof, the Organizers shall advance the costs and
expenses related to the following:

1. General Expenses. All costs and expenses, other
than the costs and expenses to be paid by the Holding Company as set forth in
Section 4(A) hereof, incurred by and party in connection with the formation of
the Bank, including but not limited to acquisition or leasing of real or
personal property, professional bank consulting fees, legal and other
professional fees related to the internal affairs among the organizers and the
acquisition of real or personal property as contemplated herein, FDIC and other
federal regulatory fees, and state filing fees, shall be the responsibility of,
and advanced by, the Organizers.

2. Reimbursement of Portion of Lollis Expenses. Until
the Bank assumes the payment of Lollis's salary and benefits as set forth in
Section 9 hereof, the Holding Company shall advance and pay all salary, FICA,
perquisites and fringe benefits to Lollis as set forth in the Employment
Agreement and Section 4(A)(2) above. Notwithstanding the forgoing, sixty (60%)
percent of Lollis's salary, FICA, perquisites and fringe benefits incurred by
the Holding Company for the period commencing with Lollis's employment by the
Holding Company and ending upon the termination of the Holding Company's
obligation to pay salary to Lollis pursuant to his Employment Agreement shall be
billed to the Organizers by the Holding Company and immediately reimbursed by
the Organizers to the Holding Company.

C. Funding of Organizers's Expense Obligations. To facilitate
the payment of such expenses by the Organizers, the Organizers will obtain a
$300,000 line of credit (the "Line of Credit") from Greenwood Bank & Trust, a
wholly-owned subsidiary of the Holding Company and will enter into a
contribution agreement among the Organizers to allocate liability for the Line
of Credit.

<PAGE>

5. Public Offering. The initial capitalization and reimbursement of
organizational costs for the Bank are anticipated to be funded from the proceeds
of a proposed estimated $5,000,000 to $10,000,000 public offering of securities
to be conducted by the Holding Company (the "Public Offering"). Such
capitalization may, in the Holding Company's sole discretion, be funded from
sources other than the Public Offering. The Organizers agree to cooperate in
good faith with the preparation of all documents related to the Public Offering
as reasonably requested from time to time by the Holding Company. The Organizers
further agree to abide by all applicable restrictions under federal and state
securities laws which apply to the Public Offering and the Holding Company's
participation in the development of the Bank.

6. Reimbursement.

A. Reimbursement to Organizers. Upon the first to occur of the
following, the Holding Company shall assume the Line of Credit or otherwise
satisfy or cause the Bank to satisfy the Line of Credit (from the Bank's initial
$3,500,000 capitalization or other source) thereby causing each Organizer to be
relieved of liability pursuant to the Line of Credit, up to an aggregate of
$300,000:

1. The Organizers in the aggregate have irrevocably
subscribed and paid for at least $800,000 of securities of the Holding Company,
and the Bank is capitalized in an amount necessary to satisfy all applicable
state and federal bank regulatory requirements; or

2. The Organizers in the aggregate have irrevocably
subscribed and paid for at least $800,000 of securities in the Holding Company,
and the Bank fails (i) to be capitalized in an amount necessary to satisfy all
applicable state and federal bank regulatory requirements as a result of facts
or circumstances which are not the result or product of, in whole or in
substantial part, any negligent, wilful or intentional act or omission of one or
more Organizers; or (ii) to become licensed as a lawfully chartered bank as a
result of facts or circumstances which are not the result or product of, in
whole or in substantial part, any negligent, willful or intentional act or
omission of one or more Organizers; or

3. The Organizers in the aggregate have failed to
irrevocably subscribe and pay for at least $800,000 of securities in the Holding
Company, but the Bank is nevertheless capitalized in an amount necessary to
satisfy all applicable state and federal bank regulatory requirements and
lawfully opens for business and commences banking operations, and the Organizers
are not in material breach of this Agreement.

B. No Reimbursement to Organizers. Without limiting or
modifying Section 6(A) above, the parties hereto acknowledge and agree that in
the event (i) the Bank fails to be capitalized in an amount necessary to satisfy
all applicable state and federal bank regulatory requirements as a result of
facts or circumstances which are the result or product of, in whole or in
substantial part, any negligent, willful or intentional act or omission of one
or more Organizers; or (ii) the Bank fails to become licensed as a lawfully
chartered bank as a result of facts or circumstances which are the result or
product of, in whole or in substantial part, any negligent, willful, or
intentional act or omission of one or more Organizers, or (iii) the Organizers
in the aggregate do not irrevocably subscribe or pay for at least $800,000 of
securities of the Holding Company or the Bank fails to lawfully open for
business and commence banking

<PAGE>

operations, then the Holding Company shall not assume the Line of Credit or
otherwise satisfy the Line of Credit, and the Organizers shall remain liable for
the Line of Credit.

7. Bank Directors. The Holding Company agrees to structure the initial
Board of Directors of the Bank to include and to be limited to each of the
Organizers and William G. Stevens, or another director or officer of the Holding
Company designated by Mr. Stevens (or in his absence the CEO of the Holding
Company). Upon the organization of the Bank, the Holding Company further agrees
to elect each of the Organizers to the Board of Directors of the bank.
Notwithstanding the foregoing, the Board of Directors of the Bank shall not
include any Organizer: (i) who does not agree to serve on the Board of
Directors, (ii) who is prohibited by federal or state law, rule, or regulation,
or the Bank's Bylaws, from serving on the board of directors of a bank or
subsidiary of a publicly held company, (iii) who has violated this Agreement, or
(iv) who is not approved by the Board of the Holding Company, which approval
will not be unreasonably withheld.

8. Holding Company Directors.

A. In the event (i) the Organizers in the aggregate have
irrevocably subscribed and paid for at least $800,000 of securities of the
Holding Company, and (ii) the incorporation and organization of the Bank is
completed and the Bank lawfully opens for business, the following shall occur:

1. The Holding Company will adopt appropriate
corporate resolutions to expand the size of the Holding Company's Board of
Directors by a sufficient number of members to permit the appointment of the
nominees described in Section 8(A)(2) hereof; and

2. The Holding Company's Board of Directors shall
appoint the Bank's Chief Executive Officer and one other organizer who is
designated by majority of the Organizers to fill two (2) vacancies on the
Holding Company's Board of Directors which exist or are created pursuant to
Section 8(A)(1).

B. Upon the satisfaction of such conditions precedent set
forth in Section 8(A) above, the Holding Company's Board of Directors shall
nominate for election to the Board of Directors of the Holding Company at the
next annual shareholder meeting of the Holding Company after the satisfaction of
such conditions precedent, two Directors of the Bank submitted to the Board of
Directors of the Holding Company by the Board of Directors of the Bank.

C. In the event that the conditions precedent set forth in
Section 8(A) above have been satisfied, upon the expiration of the term of each
proposed director set forth in Section 8(B) above, the Board of Directors of the
Holding Company hereby agrees annually to nominate for election or re-election
as a director of the Holding Company by its shareholders, one (1) or two (2) (as
appropriate to allow for the Bank's continued representation by two (2) members
on the Holding Company's Board of Directors) individual(s) submitted to the
Board of Directors of the Holding Company by the Board of Directors of the Bank.

D. Notwithstanding anything contained herein to the contrary,
the Holding Company shall not elect or nominate for election as a director of
the Holding Company any

<PAGE>

individual: (i) who does not agree to elect or serve on the board of directors
of the Holding Company, (ii) who is prohibited be federal or state law, rule, or
regulation, or the Holding Company's Bylaws from serving on the board of
directors of a bank or publicly held company, or (iii) who has violated this
Agreement. The obligation of the Holding Company to elect and/or nominate
directors under this Section 8 shall terminate in the event the Bank ever ceases
to be a wholly-owned subsidiary of the Holding Company or the Organizers
materially breach this Agreement.

9. Lollis Salary Assumption. Upon the Bank's lawful commencement of
business in Belton, South Carolina, the Organizers shall cause the Bank to pay
to Lollis, for the remainder of the initial term of the Employment Agreement,
his salary, FICA, perquisites, and fringe benefits in pay periods as determined
by the Bank, but no event less frequently than monthly, unless Lollis'
employment has been sooner terminated pursuant to his Employment Agreement.

10. Assignment of Property Interests. Upon the incorporation and
initial capitalization of the Bank in an amount necessary to satisfy all
applicable state and federal bank regulatory requirements (or at any sooner time
designated by the Holding Company in its discretion, and then only upon the
Holding Company relieving the Organizers of liability under the Line of Credit),
the Organizers shall convey or assign to the Bank any and all right, title and
interest in and to any and all real or personal property which is associated
with or related to the proposed operation of the Bank, and which is acquired by,
or held in the name of, one or more Organizers or any entity controlled by one
or more Organizers, including but not limited to any fee interest, leasehold
interest, or option to acquire a fee or leasehold interest. In the event of such
conveyance or assignment as described in this Section 10, the real and personal
property conveyed, or interest therein which is assigned, shall be free and
clear of all liens or encumbrances except liens or encumbrances in favor of the
Holding Company or Greenwood Bank & Trust.

11. Office Support. Until the initial capitalization of the bank in an
amount necessary to satisfy all applicable sate [sic] and federal bank
regulatory requirements, the Organizers will make available facilities,
furniture, fixtures, equipment, and clerical support for the initial operations
of the Bank.

12. Lock-Up. In consideration for the incurring of costs and expenses
by the Holding Company and the Organizers for the transactions contemplated
herein, for a period commencing the date hereof and ending on April 30, 1997:
(a) each of the Organizers agrees not to participate directly or indirectly on
any activity related to the formation of a new financial institution, or the
affiliation with or expansion of an existing financial institution, in Anderson
County, South Carolina other than the Bank contemplated herein or a modification
thereof which is to be a wholly-owned subsidiary of the Holding Company, and (b)
the Holding Company agrees not to participate directly or indirectly in any
activity related to the formation of a new financial institution in Anderson
County, South Carolina other than the Bank contemplated herein or a modification
hereof which is to affiliated with all the Organizers who have violated neither
this Agreement nor any other agreement related to the formation of the Bank
contemplated hereby and who have not withdrawn from participation in this
venture. After April 30, 1997 the parties' restrictions, if any, on the
ownership of, and participation in, other competing financial institutions shall
be governed and dictated by the parties' fiduciary and other duties, if any,

<PAGE>

arising from the relationship of the parties on such date and any applicable
state and federal rule or regulation applicable hereto. Each party hereto has
carefully read and considered the provisions of this Section 12, and, having
done so, agrees that the restrictions set forth in this Section 12 are fair and
reasonable and are reasonably required for the protection of the interests of
each party hereto. The parties hereto acknowledge that each party's services
hereunder are a special and unusual character with a unique value to the other
parties hereto, the loss of which cannot adequately be compensated by damages in
an action at law. In the event of a breach or threatened breach by a party
hereto of any of the provisions of Section 12, the other parties hereto, or any
one of them, in addition to and not in limitation of, any other rights,
remedies, or damages available under this Agreement, shall be entitled to a
permanent injunction in order to prevent or restrain any such breach by the
breaching party or such party's partners, agents, representatives, servants,
employers, employees, consulting clients, and/or any and all persons directly or
indirectly acting for or with such breaching party.

13. Publicity and Confidentiality. All press releases and public
announcements about the Bank and any other activities contemplated by this
Agreement require the prior written approval of the Holding Company after
consultation with securities counsel for the Holding Company. Each of the
Organizers (i) will abide by any disclosure and confidentiality guidelines to be
provided from time to time by the Holding Company and its counsel, (ii) will not
make any disclosures that are harmful to the development of the bank unless
legally required to do so, and (iii) will not make any disclosure respecting
any-matters contemplated in this Agreement that will adversely affect the
Holding Company's compliance with federal or state securities laws. No Organizer
will trade in any of the Holding Company's stock when in possession of material
non-public information respecting the Holding Company.

14. Termination. This Agreement shall terminate upon the written
consent of the Holding Company and a majority of the Organizers.

15. Legal Compliance. This Agreement constitutes neither an offer or a
sell, nor a solicitation of an offer to buy, securities of any kind whatsoever.
The parties acknowledge that securities will only be offered or sold after
compliance with all applicable federal and state securities laws. Each of the
Organizers and the Holding Company represent and warrant to the other parties
hereto that execution and performance of this Agreement and the transactions
contemplated herein will not violate any contract, commitment, or other legal
requirement binding upon such party.

16. Modifications. This Agreement can only be modified by a written
agreement duly signed by the Holding Company and a majority of the Organizers.
Moreover, in order to avoid uncertainty, ambiguity and misunderstandings in
their relationships, the parties hereto covenant and agree not to enter into any
written or oral agreement or understanding inconsistent or in conflict with this
Agreement; and the parties hereto further covenant and agree that any oral
communication allegedly or purportedly constituting such an agreement or
understanding shall be absolutely null, void and without effect.

17. Waiver. Any waiver by a party of any breach or any term or
condition hereof shall be affective only if in writing and such writing shall
not be deemed to be a waiver of any subsequent or other breach, term or
condition of this Agreement.

<PAGE>

18. Relationship of the Parties. Nothing herein shall be deemed to
create any partnership or joint venture relationship between the parties. No
party shall make any representation or statement (whether written or oral) to
any person or entity inconsistent with this Section.

19. Third Parties. The provisions of this Agreement are not intended to
be for, and shall not inure to, the benefit of any third parties, and no third
party shall be deemed to have any privity of contract with any of the parties
hereto by virtue of this Agreement.

20. Assignments. Neither this Agreement nor any rights hereunder may be
assigned or otherwise transferred by a party, except the Holding Company may
assign this Agreement to any corporation controlled by or under common control
with the Holding Company.

21. Cumulative Remedies. All rights and remedies of a party hereunder
shall be cumulative and in addition to such rights and remedied as may be
available to a party at law or equity.

22. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior or contemporaneous written or oral agreements and representations between
the parties with respect thereto.

23. Notices. Any notice, request, approval, consent, demand or other
communication shall be effective upon the first to occur of the following: (i)
upon receipt by the party to whom such notice, request, approval, consent,
demand or other communication is being given; or (ii) three (3) business days
after being duly deposited in the United States mail, registered or certified,
return receipt requested, and addressed as follows:

Holding Company: Community Capital Corporation
109 Montague Street
Post Office Box 218
Greenwood, SC 29648
Attn: William G. Stevens

Organizers: The Bank of Belton
(in organization)
c/o James Lollis
P. O. Box 66
Belton, SC 29627

The parties hereto may change their respective addresses by notice in writing
given to the other party to this Agreement.

24. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

<PAGE>

25. Governing Law. The construction and interpretation of the Agreement
shall at all times and in all respects be governed by the laws of the State of
South Carolina.

26. Venue and Jurisdiction. The parties hereto hereby (i) agree that
any litigation, action or proceeding arising out of or relating to this
Agreement may be instituted in a state or federal court in the State of South
Carolina, (ii) waive any objection which it might have now or hereafter to any
such litigation, action or proceeding based upon improper venue or inconvenient
forum, and (iii) irrevocably submit to the jurisdiction of such courts in any
such litigation, action or proceeding. For all purposes of this Agreement, each
party hereby further agrees that service of process upon such party may be
effected pursuant to United States mail.

27. No Inference Against Author. No provision of the Agreement shall be
interpreted against any party because such party or its legal representative
drafted such provision.

All pronouns and defined terms appearing herein shall be deemed to include both
the singular and plural, and to refer to all genders, unless the context clearly
requires otherwise.

29. Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original but which
together shall constitute one and the same original.

IN WITNESS HEREOF, the parties hereto have duly executed the Bank
Development Agreement to be legally binding and effective as of the date first
above written.

COMMUNITY CAPITAL CORPORATION

By: /s/ JAMES H. STARK
Its: Chief Financial Officer

ORGANIZERS:

/s/ JAMES A. LOLLIS /s/ JAMES M. HORTON

/s/ DIANNE G. HENDERSON /s/ HAROLD CLINKSCALES, JR.

/s/ KENNETH B. HELLER /s/ PAUL R. MARSHALL

/s/ D. MICHAEL GREER /s/ THOMAS M. DIXON

/s/ PATSY T. DANIELS /s/ D. BRIAN HOLLIDAY

/s/ PATRICK B. O'DELL /s/ B. MARSHALL KEYS

<PAGE>

EXHIBIT A

Conditional Subscription Agreement

<PAGE>

CONDITIONAL SUBSCRIPTION AGREEMENT
(CCC with the Bank of Belton)

TO: The Bank of Belton
P. O. Box 66
Belton, South Carolina 29627
ATTN: Jimmy Lollis, President

In consideration for your agreement to sell and issue shares of the
$5.00 par value common stock ("Shares") of The Bank of Belton, a South Carolina
banking corporation ("Corporation"), to the undersigned subscriber ("Holding
Company"), and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Holding Company hereby
conditionally agrees to acquire from the Corporation and does hereby
conditionally subscribe for 350,000 Shares at a cash purchase price of $10.00
per share, for a total subscription price of $3,500,000.

It is expressly understood and agreed by the Corporation and Holding
Company that the Holding Company's obligations to acquire and pay for the shares
is subject to and conditioned upon satisfaction of each of the following: (a)
the receipt by the Holding Company of at least $800,000 in gross proceeds from
the purchase of Holding Company securities by the Organizers of the Corporation;
(b) the filing of all applications and other documentation with the State Board
of Financial Institutions, Federal Reserve System, and FDIC and either receipt
or continued active pursuit of all regulatory approvals for this investment and
the Corporation's proposed banking business; (c) the Holding Company, upon
completion of this subscription, will be the sole shareholder of the
Corporation; and (d) the absence of any materially adverse changes in condition
or circumstances which would make the acquisition, development, or operation of
the Corporation's proposed Belton bank unlawful, impracticable, or commercially
unreasonable. The Holding Company agrees that in order for any of the foregoing
conditions to be effective for the benefit of the Holding Company, the Holding
Company shall have exercised its good faith and best efforts towards the
satisfaction of such conditions to the fullest extent that the same is within
the control of the Holding Company and is commercially feasible.

The Holding Company understands that the Shares in the Corporation are
being sold without registration under the Federal Securities Act of 1933 ("1933
Act") or the South Carolina Uniform Securities Act ("SC Act") pursuant to
certain exemptions, and the Holding Company makes the following representations,
declarations, and warranties with the intent that the same may be relied upon in
determining its suitability as a shareholder in the Corporation:

1. The Holding Company is organized under the laws of the state of
South Carolina, maintains its principal office in the state of South Carolina,
and was not formed for the specific purpose of acquiring shares in this
offering.

2. The Holding Company is investing in the Corporation solely for its
own account and not with any present intention for resale, fractionalization, or
further distribution.

<PAGE>

3. The Holding Company has total assets valued in excess of $5 million
and has such knowledge and experience in financial and business matters that it
is capable of evaluating the merits and risks of investment in the Corporation.

4. The Holding Company has been advised that it must bear the economic
risk of investment in the Shares for an indefinite period of time, in part,
because the shares have not been registered under the 1933 Act or the SC Act,
and may not be transferred by the Holding Company except pursuant to an
effective registration or exemption under the 1933 Act and SC Act.

5. The Holding Company understands that the Corporation will, and
authorizes the Corporation to, place an appropriate legend in the certificate(s)
evidencing that the Shares have not been registered under the 1933 Act and the
SC Act, and setting forth certain limitations on resale referenced herein.
Furthermore, the Corporation is authorized to make a notation in the appropriate
stock transfer records of the Corporation preventing the transfer of any Shares
on the books of the Corporation without sufficient evidence that such transfer
is in compliance with applicable state and the federal securities laws.

This Agreement shall be governed by the laws of the state of South
Carolina, and the parties hereto agree to jurisdiction and venue, subject to
proper service of process, in the state of South Carolina. All terms and
provisions hereof are severable in the event of unenforceability of any one or
more of them. The terms hereof may only be amended, modified, or waived in
writing signed by the party to be bound thereby.

IN WITNESS HEREOF, the Holding Company has executed this Conditional
Subscription Agreement to be effective as of the day of , 19 .

HOLDING COMPANY

COMMUNITY CAPITAL CORPORATION

By:
Its:

ACCEPTED as of the day
of 199 .

The Bank of Belton (in organization)

By:
Its: President

<PAGE>

BANK DEVELOPMENT AGREEMENT

This Bank Agreement (the "Agreement") is made as of this 9th day of
September, 1996, by and among Community Capital Corporation, a South Carolina
corporation (the "Holding Company"), and the undersigned organizers of Newberry
Bank & Trust (the "Bank")(in organization).

The Holding Company and the Organizers have jointly pursued the
formation of a bank in Newberry, South Carolina (the "Bank"). This Agreement
formalizes the terms of such joint pursuit.

Statement of Agreement

<PAGE>

4. Allocation of Expenses.

A. Expenses Paid By Holding Company.

2. Employee Expenses. As set forth in that certain
Employment and Option Agreement by and between the President/CEO and the Holding
Company dated (The "Employee Agreement"), the President/CEO
is employed as Vice-President of the Holding Company for an initial term of two
(2) years, and his duties include assisting the Holding Company with the
formation of the Bank. Subject to reimbursement as set forth in Section 4(B)(2)
hereof, until the Bank assumes the payment of the President/CEO's salary and
benefits as set forth in Section 9 hereof, the Holding Company shall be
responsible for, and shall advance, salary, FICA, perquisites and fringe
benefits to the President/CEO as set forth [sic] the Employment Agreement.

B. Expenses Paid By Organizers. Subject to reimbursement as
set forth in Section 6 hereof, the Organizers shall advance the costs and
expenses related to the following:

1. General Expenses. All costs and expenses, other
than the costs and expenses to be paid by the Holding Company as set forth in
Section 4(A) hereof, incurred by and [sic] party in connection with the
formation of the Bank, including but not limited to acquisition or leasing of
real or personal property, professional bank consulting fees, legal and other
professional fees related to the internal affairs among the organizers and the
acquisition of real or personal property as contemplated herein, FDIC and other
federal regulatory fees, and state filing fees, shall be the responsibility of,
and advanced by, the Organizers.

2. Reimbursement of Portion of President/CEO
Expenses. Until the Bank assumes the payment of the President/CEO's salary and
benefits as set forth in Section 9 hereof, the Holding Company shall advance and
pay all salary, FICA, perquisites and fringe benefits to the President/CEO as
set forth in the Employment Agreement and Section 4(A)(2) above. Notwithstanding
the forgoing, sixty (60%) percent of the President/CEO's salary, FICA,
perquisites and fringe benefits incurred by the Holding Company for the period
commencing with the President/CEO's employment by the Holding Company and ending
upon the termination of the Holding Company's obligation to pay salary to the
President/CEO pursuant to his Employment Agreement shall be billed to the
Organizers by the Holding Company and immediately reimbursed by the Organizers
to the Holding Company.

<PAGE>

6. Reimbursement.

1. The Organizers in the aggregate have irrevocably
subscribed and paid for at least $1,000,000 of securities of the Holding
Company, and the Bank is capitalized in an amount necessary to satisfy all
applicable state and federal bank regulatory requirements; or

2. The Organizers in the aggregate have irrevocably
subscribed and paid for at least $1,000,000 of securities in the Holding
Company, and the Bank fails (i) to be capitalized in an amount necessary to
satisfy all applicable state and federal bank regulatory requirements as a
result of facts or circumstances which are not the result or product of, in
whole or in substantial part, any negligent, wilful or intentional act or
omission of one or more Organizers; or (ii) to become licensed as a lawfully
chartered bank as a result of facts or circumstances which are not the result or
product of, in whole or in substantial part, any negligent, willful or
intentional act or omission of one or more Organizers; or

3. The Organizers in the aggregate have failed to
irrevocably subscribe and pay for at least $1,000,000 of securities in the
Holding Company, but the Bank is nevertheless capitalized in an amount necessary
to satisfy all applicable state and federal bank regulatory requirements and
lawfully opens for business and commences banking operations, and the Organizers
are not in material breach of this Agreement.

<PAGE>

securities of the Holding Company or the Bank fails to lawfully open for
business and commence banking operations, then the Holding Company shall not
assume the Line of Credit or otherwise satisfy the Line of Credit, and the
Organizers shall remain liable for the Line of Credit.

8. Holding Company Directors.

A. In the event (i) the Organizers in the aggregate have
irrevocably subscribed and paid for at least $1,000,000 of securities of the
Holding Company, and (ii) the incorporation and organization of the Bank is
completed and the Bank lawfully opens for business, the following shall occur:

<PAGE>

D. Notwithstanding anything contained herein to the contrary,
the Holding Company shall not elect or nominate for election as a director of
the Holding Company any individual: (i) who does not agree to elect or serve on
the board of directors of the Holding Company, (ii) who is prohibited be [sic]
federal or state law, rule, or regulation, or the Holding Company's Bylaws from
serving on the board of directors of a bank or publicly held company, or (iii)
who has violated this Agreement. The obligation of the Holding Company to elect
and/or nominate directors under this Section 8 shall terminate in the event the
Bank ever ceases to be a wholly-owned subsidiary of the Holding Company or the
Organizers materially breach this Agreement.

9. President/CEO Salary Assumption. Upon the Bank's lawful commencement
of business in Newberry, South Carolina, the Organizers shall cause the Bank to
pay to President/CEO, for the remainder of the initial term of the Employment
Agreement, his salary, FICA, perquisites, and fringe benefits in pay periods as
determined by the Bank, but [sic] no event less frequently than monthly, unless
President/CEO's employment has been sooner terminated pursuant to his Employment
Agreement.

12. Lock-Up. In consideration for the incurring of costs and expenses
by the Holding Company and the Organizers for the transactions contemplated
herein, for a period commencing the date hereof and ending on October 1, 1997:
(a) each of the Organizers agrees not to participate directly or indirectly on
any activity related to the formation of a new financial institution, or the
affiliation with or expansion of an existing financial institution, in Newberry
County, South Carolina other than the Bank contemplated herein or a modification
thereof which is to be a wholly-owned subsidiary of the Holding Company; and (b)
the Holding Company agrees not to participate directly or indirectly in any
activity related to the formation of a new financial institution in Newberry
County, South Carolina other than the Bank contemplated herein or a modification
hereof which is to affiliated with all the Organizers who have violated neither
this Agreement nor any other agreement related to the formation of the Bank

<PAGE>

contemplated hereby and who have not withdrawn from participation in this
venture. After October 1, 1997 the parties' restrictions, if any, on the
ownership of, and participation in, other competing financial institutions shall
be governed and dictated by the parties' fiduciary and other duties, if any,
arising from the relationship of the parties on such date and any applicable
state and federal rule or regulation applicable hereto. Each party hereto has
carefully read and considered the provisions of this Section 12, and, having
done so, agrees that the restrictions set forth in this Section 12 are fair and
reasonable and are reasonably required for the protection of the interests of
each party hereto. The parties hereto acknowledge that each party's services
hereunder are a special and unusual character with a unique value to the other
parties hereto, the loss of which cannot adequately be compensated by damages in
an action at law. In the event of a breach or threatened breach by a party
hereto of any of the provisions of Section 12, the other parties hereto, or any
one of them, in addition to and not in limitation of, any other rights,
remedies, or damages available under this Agreement, shall be entitled to a
permanent injunction in order to prevent or restrain any such breach by the
breaching party or such party's partners, agents, representatives, servants,
employers, employees, consulting clients, and/or any and all persons directly or
indirectly acting for or with such breaching party.

13. Publicity and Confidentiality. All press releases and public
announcements about the Bank and any other activities contemplated by this
Agreement require the prior written approval of the Holding Company after
consultation with securities counsel for the Holding Company. Each of the
Organizers (i) will abide by any disclosure and confidentiality guidelines to be
provided from time to time by the Holding Company and its counsel, (ii) will not
make any disclosures that are harmful to the development of the bank unless
legally required to do so, and (iii) will not make any disclosure respecting any
matters contemplated in this Agreement that will adversely affect the Holding
Company's compliance with federal or state securities laws. No Organizer will
trade in any of the Holding Company's stock when in possession of material
non-public information respecting the Holding Company.

14. Termination. This Agreement shall terminate upon the written
consent of the Holding Company and a majority of the Organizers.

<PAGE>

17. Waiver. Any waiver by a party of any breach or any term or
condition hereof shall be affective [sic] only if in writing and such writing
shall not be deemed to be a waiver of any subsequent or other breach, term or
condition of this Agreement.

21. Cumulative Remedies. All rights and remedies of a party hereunder
shall be cumulative and in addition to such rights and remedied as may be
available to a party at law or equity.

Holding Company: Community Capital Corporation
109 Montague Street
Post Office Box 218
Greenwood, SC 29648
Attn: William G. Stevens

Organizers: Newberry Bank & Trust
(in organization)
1244 Wilson Road
Newberry, SC 29108

The parties hereto may change their respective addresses by notice in writing
given to the other party to this Agreement.

<PAGE>

25. Governing Law. The construction and interpretation of the Agreement
shall at all times and in all respects be governed by the laws of the State of
South Carolina.

27. No Inference Against Author. No provision of the Agreement shall be
interpreted against any party because such party or its legal representative
drafted such provision.

28. Captions and Headings/Usage. The captions and headings are inserted
in the Agreement for convenience only, and in no event be deemed to define,
limit or describe the scope or intent of this Agreement, or of any provision
hereof, nor in any way affect the interpretation of this Agreement. All pronouns
and defined terms appearing herein shall be deemed to include both the singular
and plural, and to refer to all genders, unless the context clearly requires
otherwise.

29. Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original but which
together shall constitute one and the same original.

<PAGE>

IN WITNESS HEREOF, the parties hereto have duly executed the Bank
Development Agreement to be legally binding and effective as of the date first
above written.

COMMUNITY CAPITAL CORPORATION

By: /s/ WILLIAN G. STEVENS
Its: President

ORGANIZERS:

/s/ RONNIE W. CROMER /s/ RODNEY S. GRIFFIN

/s/ WILLIAM W. RISER, JR. /s/ WARREN COUSINS

/s/ WILLIAM B. RUSH /s/ EARL I. BERGEN

/s/ WILLIAM P. KUNKLE

/s/ BETTY F. BARBER

/s/ W. EDGAR BARKER

<PAGE>

BANK DEVELOPMENT AGREEMENT

This Bank Development Agreement (the "Agreement") is made as of this
18th day of November, 1996, by and among Community Capital Corporation, a South
Carolina corporation (the "Holding Company"), and the undersigned organizers of
The Bank of Barnwell County (in organization) (the "Organizers").

Preliminary Statement

On October 16, 1996, the Holding Company and the Organizers entered
into a Letter of Intent ("Letter of Intent") respecting the formation of a bank
in Barnwell, South Carolina (the "Bank"). As contemplated by the Letter of
Intent, this Agreement formalizes the terms of the Letter of Intent.

It is understood that the Organizers have initiated the development of
the Bank and have recently determined to modify their development plans to
accommodate the synergies and other advantages of ownership of the Bank by the
Holding Company as set forth herein.

Statement of Agreement

1. Structure. The Bank will be organized as a wholly-owned subsidiary
of the Holding Company and is anticipated to be a state chartered bank having
membership in the Federal Deposit Insurance Corporation and the Federal Reserve
System. The applications previously filed by the Organizers will be amended to
reflect the Holding Company's participation in the development of the Bank and
the restatement of various Bank organizational documents, as deemed necessary by
the Holding Company to provide consistency with its other community banks.

2. Capitalization. The initial capitalization of the Bank is expected
to be $4,500,000 (or such other amount as may be necessary to satisfy South
Carolina banking laws and applicable regulatory requirements). In the event the
Bank purchases certain branches from Carolina First Bank, it is anticipated that
the Bank's initial capitalization shall increase to satisfy South Carolina
banking laws and applicable regulatory requirements. This initial capitalization
is anticipated to be funded as set forth in Section 5 below and will be
accomplished pursuant to the terms of a Conditional Subscription Agreement
between the Holding Company and the Bank, substantially in the form attached
hereto as Exhibit A.

3. Development. Each of the parties has agreed to cooperate in all
aspects of the development of the Bank and to exercise their good faith and best
efforts to accomplish the goals contemplated by this Agreement. Notwithstanding
the forgoing, the division of responsibilities related to the organization and
formation of the Bank shall be as follows:

A. The Holding Company shall be responsible for the legal and
accounting aspects of completing the organization of the Bank and all state and
federal regulatory approvals, but the Organizers shall be consulted and have
opportunity for input and comment on all material documents and issues related
thereto. Subject to the Holding Company's opportunity for input, comment, and
approval,

BANK DEVELOPMENT AGREEMENT
Page 1

<PAGE>

the Organizers shall procure and provide professional bank consulting services
to the Holding Company to assist with the formation of the Bank and all state
and federal regulatory approvals.

B. The parties also agree to cooperate in the following: (a)
the Organizers' lawful termination of the Organizers' pending equity offering
related to the Bank, and the Organizers' immediate refund of all proceeds
thereof to subscribers in accordance with the terms of such offering; and (b)
the negotiating and pursuit of the acquisition of 5 bank branches in the
Barnwell area from Carolina First Bank for the benefit of the Bank.

C. The Organizers shall be responsible for the acquisition
and/or leasing of certain real property related to the proposed operation of the
Bank, but the Holding Company shall have opportunity for input and comment and
shall have approval over the selection of such property and all material
documents and issues related thereto.

4. Allocation of Expenses.

A. Expenses Paid By Holding Company.

2. Employee Expenses. As set forth in that certain
proposed Employment Agreement by and between Marshall L. Martin, Jr. ("Martin")
and the Holding Company (the "Employment Agreement"), Martin shall be employed
as a Vice-President of the Holding Company for an initial term of two (2) years,
and his duties shall include assisting the Holding Company with the formation of
the Bank. Subject to reimbursement as set forth in Section 4(B)(2) hereof, until
the Bank assumes the payment of Martin's salary and benefits under the
Employment Agreement as set forth in Section 9 hereof, the Holding Company shall
be responsible for, and shall advance, all salary, FICA, perquisites and fringe
benefits to Martin as set forth the Employment Agreement.

B. Expenses Paid By Organizers. Subject to reimbursement as
set forth in Section 6 hereof, the Organizers shall advance the costs and
expenses related to the following:

1. General Expenses. All costs and expenses, other
than the costs and expenses to be paid by the Holding Company as set forth in
Section 4(A) hereof, incurred by any party in connection with the formation of
the Bank, including but not limited to acquisition or leasing of real or
personal property, professional bank consulting fees, legal and other
professional fees related to the internal affairs among the Organizers and the
acquisition of real or personal property as contemplated herein, FDIC and other
federal regulatory filing fees, and state filing fees, shall be the
responsibility of, and advanced by, the Organizers.

2. Reimbursement of Portion of Martin Expenses.
Until the Bank assumes the payment of Martin's salary and benefits as set forth
in Section 9 hereof, the Holding Company shall advance and pay all salary, FICA,
perquisites and fringe benefits to Martin as set forth in the Employment
Agreement and Section 4(A)(2) above. Notwithstanding the forgoing, sixty (60%)
percent of Martin's salary, FICA, perquisites and fringe benefits incurred by
the Holding Company for the period commencing with Martin's employment by the
Holding Company and ending upon the termination of the Holding Company's
obligation to pay salary to Martin pursuant to his Employment Agreement shall be

BANK DEVELOPMENT AGREEMENT
Page 2

<PAGE>

billed to the Organizers by the Holding Company and immediately reimbursed by
the Organizers to the Holding Company.

C. Funding of Organizer's Expense Obligations. To facilitate
the payment of such expenses by the Organizers, the Organizers will obtain a
$350,000 line of credit (the "Line of Credit") from Greenwood Bank & Trust, a
wholly-owned subsidiary of the Holding Company and enter into a contribution
agreement among the Organizers to allocate liability for the Line of Credit. The
Organizers will be entitled to utilize the line of credit to fund all reasonable
organizational costs incurred after the date hereof, plus all organizational
costs incurred prior to the date hereof which are determined by the parties
(after consultation with the Holding Company's independent accountants) to be
properly reimbursable.

5. Public Offering. The initial capitalization and reimbursement of
organizational costs for the Bank are anticipated to be funded from the proceeds
of a proposed $10,000,000 to $15,000,000 public offering of securities to be
conducted by the Holding Company (the "Public Offering"). Such capitalization
may, in the Holding Company's sole discretion, be funded from sources other than
the Public Offering. The Organizers agree to cooperate in good faith with the
preparation and submission of all documents related to the Public Offering as
reasonably requested from time to time by the Holding Company. The Organizers
further agree to abide by all applicable restrictions under federal and state
securities laws which apply to the Public Offering and the Holding Company's
participation in the development of the Bank.

6. Reimbursement.

A. Reimbursement to Organizers. Upon the first to occur of the
following, the Holding Company shall assume the Line of Credit or otherwise
satisfy, or cause the Bank to satisfy, the Line of Credit thereby causing each
Organizer to be relieved of liability pursuant to the Line of Credit, up to an
aggregate of $350,000:

2. The Organizers in the aggregate have irrevocably
subscribed and paid for at least $1,000,000 of securities offered in the Holding
Company, and the Bank fails (i) to be capitalized in an amount necessary to
satisfy all applicable state and federal bank regulatory requirements as a
result of facts or circumstances which are not the result or product of, in
whole or in substantial part, any negligent, wilful or intentional act or
omission of one or more Organizers; or (ii) to become licensed as a lawfully
chartered bank as a result of facts or circumstances which are not the result or
product of, in whole or in substantial part, any negligent, wilful or
intentional act or omission of one or more Organizers; or

4. The Holding Company reserves the right, at its
option, to fund the initial capitalization from sources (such as a loan) other
than the Public Offering. In the event that the initial capitalization is funded
from a source other than the Public Offering, and the Public Offering is not
completed within 3 months thereafter, the Holding Company will provide the
Organizers an opportunity to subscribe and pay for at least $1,000,000 of common
stock in a private placement (or other exempt offering). Upon the successful
sale of such securities to the Organizers the Holding Company will satisfy, or
cause to be satisfied, the Line of Credit, up to $350,000.

BANK DEVELOPMENT AGREEMENT
Page 3

<PAGE>

B. No Reimbursement to Organizers. Without limiting or
modifying Section 6(A) above, the parties hereto acknowledge and agree that in
the event (i) the Bank fails to be capitalized in an amount necessary to satisfy
all applicable state and federal bank regulatory requirements as a result of
facts or circumstances which are the result or product of, in whole or in
substantial part, any negligent, wilful or intentional act or omission of one or
more Organizers; or (ii) the Bank fails to become licensed as a lawfully
chartered bank as a result of facts or circumstances which are the result or
product of, in whole or in substantial part, any negligent, wilful or
intentional act or omission of one or more Organizers, or (iii) the Organizers
in the aggregate do not irrevocably subscribe or pay for at least $1,000,000 of
securities of the Holding Company, then the Holding Company shall not assume the
Line of Credit or otherwise satisfy the Line of Credit, and the Organizers shall
remain liable for the Line of Credit.

7. Bank Directors. The Holding Company agrees to structure the initial
Board of Directors of the Bank to include and to be limited to each of the
Organizers and William G. Stevens, or another director or officer of the Holding
Company designated by Mr. Stevens (or in his absence the CEO of the Holding
Company). Upon the organization of the Bank, the Holding Company further agrees
to elect each of the Organizers to the Board of Directors of the Bank.
Notwithstanding the foregoing, the Board of Directors of the Bank shall not
include any Organizer: (i) who does not agree to serve on the Board of
Directors, (ii) who is prohibited by federal or state law, rule, or regulation
from serving on the board of directors of a bank or the subsidiary of a publicly
held company, (iii) who has violated this Agreement, or (iv) who is not approved
by the Board of the Holding Company, which approval will not be unreasonably
withheld.

8. Holding Company Directors.

2. The Holding Company's Board of Directors shall
appoint the following individuals to fill two (2) vacancies on the Holding
Company's Board of Directors which exist or are created pursuant to Section
8(A)(1) to serve until the next annual shareholder meeting of the Holding
Company: Clinton C. Lemon, Jr. and Marshall L. Martin, Jr.; provided however,
that such designees must not be disqualified from service on the Bank's Board.

B. Upon the satisfaction of such conditions precedent set
forth in Section 8(A) above, the Holding Company's Board of Directors shall
nominate for election to the Board of Directors of the Holding Company at the
next annual shareholder meeting of the Holding Company after the satisfaction of
such conditions precedent, two directors of the Bank submitted to the Board of
Directors of the Holding Company by the Board of Directors of the Bank.

C. In event that the conditions precedent set forth in Section
8(A) above have been satisfied, upon the expiration of the term of each proposed
director set forth in Section 8(B) above, the Board of Directors of the Holding
Company hereby agrees annually to nominate for election or re-election as a
director of the Holding Company by its shareholders, one (1) or two (2) (as
appropriate to

BANK DEVELOPMENT AGREEMENT
Page 4

<PAGE>

allow for the Bank's continued representation by two (2) members on the Holding
Company's Board of Directors) individual(s) submitted to the Board of Directors
of the Holding Company by the Board of Directors of the Bank.

D. Notwithstanding anything contained herein to the contrary,
the Holding Company shall not elect or nominate for election as a director of
the Holding Company any individual: (i) who does not agree to serve on the board
of directors of the Holding Company, (ii) who is prohibited by federal or state
law, rule, or regulation, or the Holding Company's Bylaws from serving on the
board of directors of a bank or publicly held company, or (iii) who has violated
this Agreement. The obligation of the Holding Company to elect and/or nominate
directors under this Section 8 shall terminate in the event the Bank ever ceases
to be a wholly-owned subsidiary of the Holding Company or the Organizers
materially breach this Agreement.

9. Bank Management. The officers and management of the Bank shall be
under the direction of the Board of Directors of the Bank. The initial officers
of the Bank shall be as follows:

Clinton C. Lemon, Jr. Chairman of the Board
Marshall L. Martin, Jr. President
Duncan D. Holliday, Jr. Vice President
[to be designated by the Bank's board] Secretary
[to be designated by the Bank's board] Cashier/Treasurer

Upon the Bank's lawful commencement of business in Barnwell, South
Carolina, the Organizers shall cause the Bank to pay to Martin, for the
remainder of the initial term of the Employment Agreement, his salary, FICA,
perquisites and fringe benefits in pay periods as determined by the Bank, but in
no event less frequently than monthly, unless Martin's employment has been
sooner terminated pursuant to his Employment Agreement.

10. Assignment of Real Property Interests. Upon the incorporation and
initial capitalization of the Bank in an amount necessary to satisfy all
applicable state and federal bank regulatory requirements (or at any sooner time
designated by the Holding Company in its discretion, and then only upon the
Holding Company relieving the Organizers of liability under the Line of Credit),
the Organizers shall convey or assign to the Bank (or the Holding Company if the
Holding Company so directs) any and all right, title and interest in and to any
and all real property which is associated with or related to the proposed
operation of the Bank, and which is acquired by, or held in the name of, one or
more Organizers or any entity controlled by one or more Organizers, including
but not limited to any fee interest, leasehold interest, or option to acquire a
fee or leasehold interest. In the event of such conveyance or assignment as
described in this Section 10, the real property conveyed, or interest therein
which is assigned, shall be free and clear of all liens or encumbrances except
liens or encumbrances in favor of the Holding Company, Clemson Bank & Trust, or
Greenwood Bank & Trust.

11. Office Support. Until the initial capitalization of the Bank in an
amount necessary to satisfy all applicable state and federal bank regulatory
requirements, the Organizers will make available facilities, furniture,
fixtures, equipment, and clerical support for the initial operations of the
Bank.

BANK DEVELOPMENT AGREEMENT
Page 5

<PAGE>

contemplated herein or a modification thereof which is to be a wholly-owned
subsidiary of the Holding Company; and (b) the Holding Company agrees not to
participate directly or indirectly in any activity related to the formation of a
new financial institution, or the affiliation with or expansion of an existing
financial institution, in Barnwell County, South Carolina other than the Bank
contemplated herein or a modification thereof which is to be affiliated with all
the Organizers who have violated neither this Agreement nor any other agreement
related to the formation of the Bank contemplated hereby and who have not
withdrawn from participation in this venture. After September 30, 1997, the
parties' restrictions, if any, on the ownership of, and participation in, other
competing financial institutions shall be governed and dictated by the parties'
fiduciary and other duties, if any, arising from the relationship of the parties
on such date and any applicable state or federal rule or regulation applicable
thereto. Each party hereto has carefully read and considered the provisions of
this Section 12, and, having done so, agrees that the restrictions set forth in
this Section 12 are fair and reasonable and are reasonably required for the
protection of the interests of each party hereto. The parties hereto acknowledge
that each party's services hereunder are of a special and unusual character with
a unique value to the other parties hereto, the loss of which cannot adequately
be compensated by damages in an action at law. In the event of a breach or
threatened breach by a party hereto of any of the provisions of Section 12, the
other parties hereto, or any one of them, in addition to and not in limitation
of, any other rights, remedies, or damages available under this Agreement, shall
be entitled to a permanent injunction in order to prevent or restrain any such
breach by the breaching party or such party's partners, agents, representatives,
servants, employers, employees, consulting clients, and/or any and all persons
directly or indirectly acting for or with such breaching party.

13. Publicity and Confidentiality. All press releases and public
announcements about the Bank and any other activities contemplated by this
Agreement require the prior written approval of the Holding Company after
consultation with securities counsel for the Holding Company. Each of the
Organizers (i) will abide by any disclosure and confidentiality guidelines to be
provided from time to time by the Holding Company and its counsel, (ii) will not
make any disclosures that are harmful to the development of the Bank unless
legally required to do so, and (iii) will not make any disclosure respecting any
matters contemplated in this Agreement that will adversely affect the Holding
Company's compliance with federal or state securities laws. No Organizer will
trade in any of the Holding Company's stock when in possession of material
non-public information respecting the Holding Company.

14. Termination. This Agreement shall terminate upon the written
consent of the Holding Company and a majority of the Organizers.

15. Representations and Warranties. The Organizers jointly and
severally warrant, represent, and covenant as follows:

A. Litigation. There are no judicial or administrative actions
or proceedings pending, or to the best of each Organizer's knowledge, threatened
that question the validity of this Agreement or any transaction contemplated
hereby.

B. Regulatory Applications. The representations, warranties
and statements of fact set forth in those certain applications filed with state
and federal regulatory authorities concerning the formation of the Bank
(including but not limited to the South Carolina State Board of Financial
Institutions, Federal Reserve and Federal Deposit Insurance Corporation) were
true, accurate and complete as of the date of filing of each such application,
and contained no material omission as of their respective filing dates.

BANK DEVELOPMENT AGREEMENT
Page 6

<PAGE>

C. Proposed Offering Circular. The representations, warranties
and statements of fact set forth in that certain Offering Circular dated July
19, 1996 concerning the capitalization of the "Bank of Barnwell County", and
prepared on behalf of the Organizers, were true, accurate and complete as of
July 19, 1996, and contained no material omission as of the date thereof. Such
prior offering was lawfully conducted and will be lawfully terminated by the
Organizers without liability to the Holding Company or any of its officers,
directors, shareholders, employees, or affiliates.

16. Legal Compliance. This Agreement constitutes neither an offer to
sell, nor a solicitation of an offer to buy, securities of any kind whatsoever.
The parties acknowledge that securities will only be offered or sold after
compliance with all applicable federal and state securities laws. Each of the
Organizers and the Holding Company represent and warrant to the other parties
hereto that execution and performance of this letter and the transactions
contemplated herein will not violate any contract, commitment, or other legal
requirement binding upon such party.

17. Modifications. This Agreement can only be modified by a written
agreement duly signed by the Holding Company and a majority of the Organizers.
Moreover, in order to avoid uncertainty, ambiguity and misunderstandings in
their relationships, the parties hereto covenant and agree not to enter into any
oral agreement or understanding inconsistent or in conflict with this Agreement;
and the parties hereto further covenant and agree that any oral communication
allegedly or purportedly constituting such an agreement or understanding shall
be absolutely null, void and without effect.

18. Waiver. Any waiver by a party of any breach or any term or
condition hereof shall be effective only if in writing and such writing shall
not be deemed to be a waiver of any subsequent or other breach, term or
condition of this Agreement.

19. Relationship of the Parties. Nothing herein shall be deemed to
create any partnership or joint venture relationship between the parties. No
party shall make any representation or statement (whether oral or written) to
any person or entity inconsistent with this Section.

20. Third Parties. The provisions of this Agreement are not intended to
be for the benefit of any third parties, and no third party shall be deemed to
have any privity of contract with any of the parties hereto by virtue of this
Agreement.

21. Assignments. Neither this Agreement nor any rights hereunder may be
assigned or otherwise transferred by a party, except the Holding Company may
assign this Agreement to any corporation controlled by or under common control
with the Holding Company.

22. Cumulative Remedies. All rights and remedies of a party hereunder
shall be cumulative and in addition to such rights and remedies as may be
available to a party at law or equity.

23. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all
prior or contemporaneous written or oral agreements and representations between
the parties with respect thereto, including but not limited to the Letter of
Intent.

24. Notices. Any notice, request, approval, consent, demand or other
communication shall be effective upon the first to occur of the following: (i)
upon receipt by the party to whom such notice, request, approval, consent,
demand or other communication is being given; or (ii) three (3) business days
after being duly deposited in the United States mail, registered or certified,
return receipt requested, and addressed as follows:

BANK DEVELOPMENT AGREEMENT
Page 7

<PAGE>

Holding Company: Community Capital Corporation
109 Montague Street
Post Office Box 218
Greenwood, SC 29648
Attn: William G. Stevenson

Organizers: The Bank of Barnwell County Organizers
c/o Marshall L. Martin, Jr.
1810 Main Street
Post Office Box 389
Barnwell, SC 29812

The parties hereto may change their respective addresses by notice in writing
given to the other party to this Agreement.

25. Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

26. Governing Law. The construction and interpretation of this
Agreement shall at all times and in all respects be governed by the laws of the
State of South Carolina.

27. Venue and Jurisdiction. The parties hereto hereby (i) agree that
any litigation, action or proceeding arising out of or relating to this
Agreement may be instituted in a state or federal court in the State of South
Carolina, (ii) waive any objection which it might have now or hereafter to any
such litigation, action or proceeding based upon improper venue or inconvenient
forum, and (iii) irrevocably submit to the jurisdiction of such courts in any
such litigation, action or proceeding. For all purposes of this Agreement, each
party hereby further agrees that service of process upon such party may be
effected pursuant to United States mail.

28. No Inference Against Author. No provision of this Agreement shall
be interpreted against any party because such party or its legal representative
drafted such provision.

29. Captions and Headings/Usage. The captions and headings are inserted
in this Agreement for convenience only, and in no event be deemed to define,
limit or describe the scope or intent of this Agreement, or of any provision
hereof, nor in any way affect the interpretation of this Agreement. All pronouns
and defined terms appearing herein shall be deemed to include both the singular
and plural, and to refer to all genders, unless the context clearly requires
otherwise.

30. Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed an original but which
together shall constitute one and the same original.

[SIGNATURE PAGE ATTACHED HERETO]

BANK DEVELOPMENT AGREEMENT
Page 8

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Bank
Development Agreement to be legally binding and effective as of the date first
above written.

COMMUNITY CAPITAL CORPORATION

By: /s/ WILLIAM G. STEVENS
Its: President

ORGANIZERS:

/s/ RICHARD E. BOYLES, JR. /s/ J. SAMUEL PLEXICO
Richard E. Boyles, Jr. J. Samuel Plexico

/s/ ALBERT L. CARROLL /s/ CAROLYNE S. WILLIAMS
Albert L. Carroll Carolyne S. Williams

/s/ PEGGY G. COLLINS /s/ ALLEN W. WOODS
Peggy G. Collins Allen W. Woods

/s/ CLINTON C. LEMON, JR.
Clinton C. Lemon, Jr. Print Name:

/s/ MILES LOADHOLT
Miles Loadholt Print Name:

/s/ MARSHALL L. MARTIN, JR.
Marshall L. Martin, Jr. Print Name:

/s/ SUSAN P. MOSKOW
Susan P. Moskow

<PAGE>

EXHIBIT A

CONDITIONAL SUBSCRIPTION AGREEMENT

BANK DEVELOPMENT AGREEMENT
Page 9

<PAGE>

CONDITIONAL SUBSCRIPTION AGREEMENT
(CCC for Barnwell Bank)

TO: The Bank of Barnwell County
Post Office Box 389
Barnwell, South Carolina 29812
ATTN: Marshall L. Martin, Jr., President

In consideration for your agreement to sell and issue shares of the
$5.00 par value common stock ("Shares") of The Bank of Barnwell County, a South
Carolina banking corporation ("Corporation"), to the undersigned subscriber
("Holding Company"), and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Holding Company hereby
conditionally agrees to acquire from the Corporation and does hereby
conditionally subscribe for 450,000 Shares at a cash purchase price of $10.00
per share, for a total subscription price of $4,500,000.

It is expressly understood and agreed by the Corporation and the
Holding Company that the Holding Company's obligations to acquire and pay for
the Shares is subject to and conditioned upon satisfaction of each of the
following: (a) the receipt by the Holding Company of at least $1,000,000 in
gross proceeds from the purchase of the Holding Company's securities by the
organizers of the Corporation; (b) the filing of all applications, amendments,
and other documentation with the State Board of Financial Institutions, FDIC,
and Federal Reserve, and either receipt or continued active pursuit of all
regulatory approvals for this investment and the Corporation's proposed banking
business; (c) the Holding Company, upon completion of this subscription, will be
the sole shareholder of the Corporation; (d) the lawful termination by the
organizers of the Corporation of the prior offering of securities therein and
the refund of all proceeds thereof; and (e) the absence of any materially
adverse changes in condition or circumstances which would make the acquisition,
development, or operation of the Corporation's proposed Barnwell bank unlawful,
impracticable, or commercially unreasonable. The Holding Company agrees that in
order for any of the foregoing conditions to be effective for the benefit of the
Holding Company, the Holding Company shall have exercised its good faith and
best efforts towards the satisfaction of such conditions to the fullest extent
that the same are within the control of the Holding Company and are commercially
feasible.

CONDITIONAL SUBSCRIPTION AGREEMENT
PAGE 1

<PAGE>

2. The Holding Company is investing in the Corporation solely for its
own account and not with any present intention for resale, fractionalization, or
further distribution.

5. The Holding Company understands that the Corporation will, and
authorizes the Corporation to, place an appropriate legend on the certificate(s)
evidencing that the Shares have not been registered under the 1933 Act and the
SC Act, and setting forth certain limitations on resale referenced herein.
Furthermore, the Corporation is authorized to make a notation in the appropriate
stock transfer records of the Corporation preventing the transfer of any Shares
on the books of the Corporation without sufficient evidence that such transfer
is in compliance with applicable state and the federal securities laws.

IN WITNESS WHEREOF, the Holding Company has executed this Conditional
Subscription Agreement to be effective as of the DAY OF , 199__.

HOLDING COMPANY

COMMUNITY CAPITAL CORPORATION

BY:
ITS:

ACCEPTED AS OF THE DAY
OF , 199__

THE BANK OF BARNWELL COUNTY

BY:
ITS: PRESIDENT

CONDITIONAL SUBSCRIPTION AGREEMENT
PAGE 2

<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------
BELTON BANK GROUP GREENWOOD BANK & TRUST Loan Number 71420
2130 PINETOP ROAD 109 MONTAGUE STREET Date JUNE 5, 1996
BELTON, SC 29627 PO BOX 218 Maturity Date JUNE 4, 1997
GREENWOOD, SC 29648-0218 Loan Amount $ 300,000.00

BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Renewal Of
"I" includes each borrower above, "You" means the lender, its : CA
joint and severally. successors and assigns.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of THREE HUNDRED THOUSAND AND NO/100* * * * * *
* * * * * * * * * * * * * * * * * * Dollars $300,000.00.

|_| SINGLE ADVANCE: I will receive all of this principal sum on .
No additional advances are contemplated under this note.

|X| MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On JUNE 5, 1996 I will receive the
amount of $ and future principal advances are contemplated.

Conditions: The conditions for future advances are ___________________
______________________________________________________________________
______________________________________________________________________

|X| OPEN END CREDIT: You and I agree that I may borrow up to the
maximum amount of principal more than one time. This feature is subject
to all other conditions and expires on JUNE 4, 1997.

|_| CLOSED END CREDIT: You and I agree that I may borrow up to the
maximum only one time (and subject to all other conditions).

INTEREST: I agree to pay interest on the outstanding principal balance from
JUNE 5, 1996 at the rate of 9.250% per year until JUNE 6, 1996.

|X| VARIABLE RATE: This rate may then change as stated below.

|X| INDEX RATE: The future rate will be 1.000% OVER the following index
rate: WALL STREET PRIME RATE, AS QUOTED IN THE MONEY RATES SECTION OF
THE WALL STREET JOURNAL; IF MORE THAN ONE RATE IS QUOTED, THE HIGHER
RATE WILL APPLY.

|X| NO INDEX: The future rate will not be subject to any internal or
external index. It will be entirely in your control.

|X| FREQUENCY AND TIMING: The rate on this note may change as often as
DAILY. A change in the interest rate will take effect ON THE SAME DAY
AS A CHANGE IN THE INDEX RATE.

|_| LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than _____% or less than ______%. The
rate may not change more than _____% each _________________.

<PAGE>

|_| EFFECT OF VARIABLE RATE: A change in the interest rate will have
the following effect on the payments:

|_| The amount of each scheduled payment will change.
|_| The amount of the final payment will change.

|X| THE AMOUNT DUE AT MATURITY WILL CHANGE .

ACCRUAL METHOD: Interest will be calculated on a ACTUAL/360 basis.

POST MATURITY DATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:

|X| on the same fixed or variable rate basis in effect before maturity
(as indicated above).

|_| at a rate equal to ______________________________________________.

|_| LATE CHARGE: If a payment is not made within days after it is due,
I agree to pay a late charge of
.
|_| ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which |_| are |_| are not included in the principal amount above:
_________________________________________.

PAYMENTS: I agree to pay this note as follows:

|X| INTEREST: I agree to pay accrued interest AT MATURITY
_______________________________________________________________________________.

|X| PRINCIPAL: I agree to pay the principal JUNE 4, 1997
_______________________________________________________________________________.

|_| INSTALLMENTS: I agree to pay this note in __________ payments. The first
payment will be in the amount of $___________________________ and will be due
_____________________________. A payment of $____________________ will be due
thereafter. The final payment of the entire
unpaid balance of principal and interest will be due _________________________.

ADDITIONAL TERMS:
THIS NOTE IS SECURED BY PERSONAL GUARANTEES DATED JUNE 5, 1996 FROM THE
FOLLOWING:

<TABLE>
<CAPTION>
<S> <C>
- -----------------------------------------------
|_| SECURITY: This note is separately PURPOSE: The purpose of this loan is BUSINESS: WORKING CAPITAL
secured by (describe separate document by type (START UP EXPENSES) .
and date):
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE
(INCLUDING THOSE ON PAGE 2). I have received a copy on today's date.
(This section is for your internal use. Failure
to list a separate security document does not
mean the agreement will not secure this note.)
- ------------------------------------------------
</TABLE>

Signature for Lender BELTON BANK GROUP

X_____________________________ BY: /s/ JAMES A. LOLLIS
JAMES A. LOLLIS
WILLIAM G. STEVENS

______________________________ ____________________________

<PAGE>

______________________________ ____________________________

____________________________

<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------
NEWBERRY BANK GROUP, A GREENWOOD BANK & TRUST Loan Number 74810
PARTNERSHIP 109 MONTAGUE STREET Date SEPTEMBER 4, 1996
1244 WILSON ROAD PO BOX 218 Maturity Date JUNE 3, 1997
NEWBERRY, SC 29108 GREENWOOD, SC 29648-0218 Loan Amount $350,000.00

BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Renewal Of
"I" includes each borrower above, "You" means the lender, its : CT
joint and severally. successors and assigns.
- ---------------------------------------------------------------------------------------------------------
</TABLE>

For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of THREE HUNDRED FIFTY THOUSAND AND NO/100* * * *
* * * * * * * * * * * * * * * * * Dollars $350,000.00

|_| SINGLE ADVANCE: I will receive all of this principal sum on .
No additional advances are contemplated under this note.

|X| MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On SEP. 4, 1996 I will receive the
amount of $_______________ and future principal advances are contemplated.

Conditions: The conditions for future advances are TO BE APPROVED
BY LENDER
____________________________________________________________________

____________________________________________________________________

|X| OPEN END CREDIT: You and I agree that I may borrow up to the
maximum amount of principal more than one time. This feature is subject
to all other conditions and expires on JUNE 3, 1997.

|_| CLOSED END CREDIT: You and I agree that I may borrow up to the
maximum only one time (and subject to all other conditions).

INTEREST: I agree to pay interest on the outstanding principal balance from
SEPT. 4, 1996 at the rate of 9.250% per year until FIRST CHANGE DATE.

|X| VARIABLE RATE: This rate may then change as stated below.

|_| NO INDEX: The future rate will not be subject to any internal or
external index. It will be entirely in your control.

|X| FREQUENCY AND TIMING: The rate on this note may change as often as
DAILY.

<PAGE>

A change in the interest rate will take effect ON THE SAME DAY AS
A CHANGE IN THE INDEX RATE.

|_| LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than _____% or less than _____%. The

rate may not change more than % each .

|_| EFFECT OF VARIABLE RATE: A change in the interest rate will have
the following effect on the payments:

|_| The amount of each scheduled payment will change. |_| The amount of
the final payment will change.

|X| THE AMOUNT DUE AT MATURITY WILL CHANGE.

ACCRUAL METHOD: Interest will be calculated on a ACTUAL/360 basis.

POST MATURITY DATE: I agree to pay interest on the unpaid balance of this note

owing after maturity, and until paid in full, as stated below:

|X| on the same fixed or variable rate basis in effect before maturity
(as indicated above).

|_| at a rate equal to ____________________________________________.

|_| LATE CHARGE: If a payment is not made within ________ days after it is due,

I agree to pay a late charge of ______________________________________________.

|_| ADDITIONAL CHARGES: In addition to interest, I
agree to pay the following charges which |_| are |_| are not included in the
principal amount above: ____________________________________________________.

PAYMENTS: I agree to pay this note as follows:

|X| INTEREST: I agree to pay accrued interest AT MATURITY
______________________________________________________________________________.

|X| PRINCIPAL: I agree to pay the principal JUNE 3, 1997
______________________________________________________________________________.

|_| INSTALLMENTS: I agree to pay this note in ________ payments. The first
payment will be in the amount of $________ and will be due __________________.
A payment of $_________________ will be due ______________________ thereafter.
The final payment of the entire unpaid balance of principal and interest will
be due ______________________________________________________________________.

ADDITIONAL TERMS:
THIS NOTE IS UNSECURED
THIS NOTE IS PERSONALLY GUARANTEED BY EDGAR BAKER, BETTY BARBER, EARL H. BERGEN,
WARREN COUSINS, RONNIE CROMER, RODNEY GRIFFIN, PRESTON KUNKLE, WALLACE RISER,
AND WILLIAM (BILLY) RUSH.
THIS NOTE IS A REVOLVING LINE OF CREDIT TO BE ADVANCED IN A SERIES OF DRAWS.

<PAGE>

<TABLE>
<CAPTION>
<S> <C>
- -----------------------------------------------
|_| SECURITY: This note is separately PURPOSE: The purpose of this loan is BUSINESS: FUND START-UP.
secured by (describe separate document by type
and date): SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE
(INCLUDING THOSE ON PAGE 2). I have received a copy on today's date.

(This section is for your internal use. Failure
to list a separate security document does not
mean the agreement will not secure this note.)
- ------------------------------------------------
</TABLE>

Signature for Lender NEWBERRY BANK GROUP, A PARTNERSHIP

BY /s/ EDGAR BAKER
T. TERRY ADKINS, JR. EDGAR BAKER

BY /s/ BETTY BARBER
BETTY BARBER

BY /s/ EARL H. BERGEN
EARL H. BERGEN

BY /s/ WARREN COUNSINS
WARREN COUSINS

BY /s/ RONNIE CROMER
RONNIE CROMER

BY /s/ RODNEY GRIFFIN
RODNEY GRIFFIN

BY /s/ PRESTON KUNKLE
PRESTON KUNKLE

BY /s/ WALLCE RISER
WALLACE RISER

BY /s/ WILLIAM (BILLY) RUSH
WILLIAM (BILLY) RUSH

<TABLE>
<CAPTION>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
BARNWELL BANK GROUP GREENWOOD BANK & TRUST Loan Number 76570
P.O. BOX 389 109 MONTAGUE STREET Date OCTOBER 21, 1996
BARNWELL, SC 29812 PO BOX 218 Maturity Date JULY 20, 1997
GREENWOOD, SC 29648-0218 Loan Amount $350,000.00

BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Renewal Of
"I" includes each borrower above, "You" means the lender, its : BK
joint and severally. successors and assigns.

- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of THREE HUNDRED FIFTY THOUSAND AND NO/100* * * *
* * * * * * * * * * * * * * * Dollars $350,000.00

|_| SINGLE ADVANCE: I will receive all of this principal sum on _____________.
No additional advances are contemplated under this note.

|X| MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On OCTOBER 21, 1996 I will receive the
amount of $___________ and future principal advances are contemplated.

Conditions: The conditions for future advances are TO BE APPROVED
BY LENDER
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________

|X| OPEN END CREDIT: You and I agree that I may borrow up to the
maximum amount of principal more than one time. This feature is subject
to all other conditions and expires on JULY 20, 1997.

|_| CLOSED END CREDIT: You and I agree that I may borrow up to the
maximum only one time (and subject to all other conditions).

INTEREST: I agree to pay interest on the outstanding principal balance from OCT.
21, 1996 at the rate of 9.250% per year until FIRST CHANGE DATE.

|X| VARIABLE RATE: This rate may then change as stated below.

|_| NO INDEX: The future rate will not be subject to any internal or
external index. It will be entirely in your control.

|X| FREQUENCY AND TIMING: The rate on this note may change as often as
DAILY. A change in the interest rate will take effect ON THE SAME DAY
AS A CHANGE IN THE INDEX RATE.

|_| LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than ______% or less than _______%.
The rate may not change more than _______% each .

|_| EFFECT OF VARIABLE RATE: A change in the interest rate will have
the following effect on the payments:

<PAGE>

|_| The amount of each scheduled payment will change.
|_| The amount of the final payment will change.

|X| THE AMOUNT DUE AT MATURITY WILL CHANGE.

ACCRUAL METHOD: Interest will be calculated on a ACTUAL/360 basis.

POST MATURITY DATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:

|_| on the same fixed or variable rate basis in effect before maturity
(as indicated above).

|_| at a rate equal to ____________________________________________.

|_| LATE CHARGE: If a payment is not made within ______ days after it is due,
I agree to pay a late charge of ______________________________________________.

|_| ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which |_| are |_| are not included in the principal amount above:
_______________________________________________________________________________.

PAYMENTS: I agree to pay this note as follows:
_______________________________________________________________________________

|X| INTEREST: I agree to pay accrued interest AT MATURITY
_______________________________________________________________________________.

|X| PRINCIPAL: I agree to pay the principal JULY 20, 1997
_______________________________________________________________________________.

|_| INSTALLMENTS: I agree to pay this note in ___________ payments. The
first payment will be in the amount of $_________________________________
and will be due ____________________. A payment of $_____________________ will
be due _________________________________________thereafter. The final payment
of the entire unpaid balance of principal and interest will be due ____________.

ADDITIONAL TERMS:
THIS NOTE IS SECURED BY PERSONAL GUARANTIES DATED OCTOBER 21, 1996 FROM THE
FOLLOWING: RICHARD E. BOYLES, JR., ALBERT L. CARROLL, PEGGY G. COLLINS, CLINTON
C. LEMON, JR., MARSHALL L. MARTIN, JR., SUSAN P. MOSKOW, J. SAMUEL PLEXICO,
CAROLYNE S. WILLIAMS, W. ALLEN WOODS AND MILES LOADHOLT.

THIS NOTE IS A REVOLVING LINE OF CREDIT TO BE ADVANCED IN A SERIES OF DRAWS.

<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------
|_| SECURITY: This note is separately PURPOSE: The purpose of this loan is BUSINESS: FUND START-UP
secured by (describe separate document by type
and date):
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE
(INCLUDING THOSE ON PAGE 2). I have received a copy on today's date.

<PAGE>

Signature for Lender BARNWELL BANK GROUP

X BY: /s/ MARSHALL MARTIN
WILLIAM G. STEVENS

X BY:
PRESIDENT

<PAGE>

EMPLOYMENT AND OPTION AGREEMENT

This Employment And Option Agreement (the "Agreement") is made as of
the 5th day of December, 1996, by and between Community Capital Corporation, a
South Carolina corporation ("Employer"), and James A. Lollis ("Employee").

WHEREAS, Employer is a bank holding company; and

WHEREAS, Employer desires to employ Employee, and Employee desires to
be employed by Employer, in accordance with the terms and conditions hereinafter
set forth:

NOW, THEREFORE, in consideration of the mutual promises herein set
forth, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound, agree
as follows:

1. Employment. Employer hereby agrees to employ Employee to perform the
duties described in Section 3 below subject to and in accordance with the terms
and conditions hereof, and Employee hereby accepts such employment.

2. Term. The employment shall commence on the date hereof, and shall
continue for an initial term of two (2) years, unless earlier terminated in
accordance with Section 8 hereof.

3. Duties of Employee.

A. In accepting employment by Employer, Employee shall
undertake and assume the responsibility of performing for and on behalf of
Employer the duties of a Vice- President of the Employer and/or such other
duties as may be assigned to Employee by Employer at any time and from time to
time, including but not limited to duties of assisting Employer with the
formation of a bank to be wholly owned by Employer and located in Belton, South
Carolina. Notwithstanding the forgoing, except with Employee's written consent,
Employee shall not be permanently assigned to any position of lower professional
status.

B. During the term of this Agreement, Employee shall be a
full-time employee of Employer or a wholly owned subsidiary of Employer, and
shall devote Employee's full working time and efforts to Employee's duties
hereunder. Employee shall perform all of Employee's duties hereunder to the best
of Employee's ability and shall not, directly or indirectly, engage or
participate in any activities in conflict with the best interests of Employer,
and will conduct all of Employee's activities in strict loyalty to Employer.
Without limiting the generality of the foregoing, Employee shall not engage in
any activity for compensation or pecuniary gain other than Employee's employment
hereunder and passive investing for the account of Employee or members of
Employee's household.

<PAGE>

4. Compensation. As compensation for the services to be rendered by
Employee for Employer under this Agreement, Employee shall be compensated as
follows:

A. Base Salary.

(1) Until a licensed bank that is wholly
owned by Employer lawfully commences business in Belton, South Carolina,
Employee shall be compensated by Employer on the basis of an annual salary of
Seventy-Two Thousand and No/100 ($72,000.00) Dollars. Such salary shall be
payable in pay periods as determined by the Employer, but in no event less
frequently than monthly.

(2) Upon the lawful commencement of
business in Belton, South Carolina of a licensed bank that is wholly owned by
Employer, Employer's obligations under Section 4(A)(1) above shall cease, and
Employee shall be compensated by Employer on the basis of an annual salary of
Seventy-Two Thousand and No/100 ($72,000.00) Dollars; provided however, that
payment of such salary to Employee by Employer shall be reduced dollar for
dollar by the amount of salary and/or wages, if any, paid by such bank to
Employee during the initial term of this Agreement; and provided further that
the amount of such Base Salary payable by such bank pursuant to this Section
4(A)(2) is hereby guaranteed by Employer for the balance of the initial two year
term of this Agreement. Such salary shall be payable in pay periods as
determined by Employer or such bank, but in no event less frequently than
monthly.

B. Dues. Employer shall pay all dues of Employee as a member
of one social club and one service club, both of which shall be approved by the
parties hereto.

C. Vacation. Employer shall provide fifteen (15) business days
of paid vacation time each calendar year. Such vacation days are to be taken at
such time or times as Employee may reasonably request, subject to the Employer's
convenience and prior approval, which approval shall not be unreasonably
withheld. Vacation time shall not cumulate year to year.

D. Automobile Provision. Employer shall provide Employee with
the use of an automobile with a purchase price of not less than Twenty Thousand
and No/100 ($20,000) Dollars.

E. Reimbursement For Expenses. Employer shall provide
reimbursement of all pre-approved reasonable expenses incurred by Employee for
the benefit of Employer in the performance of Employee's duties hereunder.

F. Other Benefits. The Employer shall provide other benefits
(e.g., health insurance coverage, dental insurance coverage, life insurance,
disability insurance, participation in pension plans, and paid leave, etc.)
reasonably comparable to, and no less favorable to Employee than, those
benefits, if any, generally provided to other senior executives of Employer or
any bank owned by Employer.

Other than as set forth in Section 10 hereof, the compensation stated
above is intended to be the total compensation paid to Employee.

<PAGE>

5. Confidentiality and Secrecy. Employee acknowledges that in and as a
result of Employee's employment hereunder, Employee will be making use of,
acquiring, and/or adding to confidential information of a special and unique
nature and value relating to Employer's business, including without limitation
technological knowhow, copyrights, proprietary information, trade secrets,
systems, procedures, manuals, confidential reports, records, operational
expertise, lists of customers and projects, the nature and type of services
rendered by Employer, the equipment and methods used and preferred by Employer's
customers, and the fees paid by them (all of which are deemed for all purposes
confidential and proprietary). As a material inducement to Employer to enter
into this Agreement and to pay to Employee the compensation stated in Section 4,
Employee covenants and agrees that during the term of Employee's employment
hereunder, and for one (1) year after the expiration or earlier termination of
Employee's employment by Employer or an affiliate of Employer, Employee shall
not, directly or indirectly, make use of, or disclose to any person, any
confidential information of Employer or its affiliates.

6. Covenants Against Competition. In view of the unique value to
Employer of the services of Employee for which Employer has contracted
hereunder, because of the confidential information to be obtained by or
disclosed to Employee, as hereinabove set forth, and because Employee's
employment hereunder will result in Employee's development of a unique
relationship with customers, suppliers and employees, as a material inducement
to Employer to enter into this Agreement and to pay to Employee the compensation
stated in Section 4, Employee covenants and agrees as follows:

A. During Employee's employment by Employer or an affiliate of
Employer, and for a period expiring on the earlier to occur of the date one (1)
year after the expiration of this Agreement or the date two (2) years after the
earlier termination for any reason of Employee's employment by Employer,
Employee shall not directly or indirectly solicit or divert employment of any
employee of the business of Employer or an affiliate of Employer, or employ any
person previously employed by Employer or an affiliate of Employer.

B. During Employee's employment by Employer or an affiliate of
Employer, and for a period expiring on the earlier to occur of the date one (1)
year after the expiration of this Agreement or the date two (2) years after the
earlier termination for any reason of Employee's employment by Employer,
Employee shall not directly or indirectly solicit, divert or convert, or assist
another person or entity to solicit, divert or convert, customers of Employer or
an affiliate of Employer to any other company or entity providing substantially
the same or competitive services or products as Employer or an affiliate of
Employer.

C. During Employee's employment by Employer or an affiliate of
Employer, and for a period expiring on the earlier to occur of the date one (1)
year after the expiration of this Agreement or the date two (2) years after the
earlier termination of Employee's employment by Employer for any reason other
than Employer's termination of Employee "without cause" pursuant to Section 8(B)
hereof, Employee shall not within the geographic area specified below engage in
any business or perform any services, directly or indirectly, in competition
with the business of Employer or any subsidiary of Employer, or have any
interest, whether as a proprietor, partner, employee, stockholder (directly or
beneficially), principal, agent, consultant, director, officer, or in any other
capacity or manner whatsoever, in any enterprise that shall so

<PAGE>

engage; except that Employee shall be permitted to own for investment purposes
only, directly or beneficially, up to (but not more than) 2% in the aggregate of
the stock of a competing corporation which is publicly-traded on a national
stock exchange or the Nasdaq National Market System, so long as Employee is not
a controlling person of, or a member of a group that controls, such corporation
and Employee is not otherwise affiliated in any capacity with such corporation.
The restrictions of this Section 6(C) shall apply everywhere within a 25 mile
radius of each location where Employer (or any subsidiary of Employer) maintains
an office or branch at any time during the term of this Agreement.

7. Reasonableness, Enforceability and Remedies.

A. Employee has carefully read and considered the provisions
of Sections 5, 6, and 7, and, having done so, agrees that the restrictions set
forth in these Sections, including, but not limited to, the time period of
restriction and geographic limitations set forth in Section 6, are fair and
reasonable and are reasonably required for the protection of the interests of
Employer and its officers, directors, shareholders, employees, and affiliates.

B. In the event that, notwithstanding the foregoing, any of
the provisions of Sections 5, 6, or 7 or any parts thereof shall be held to be
invalid or unenforceable, the remaining provisions or parts thereof shall
nevertheless continue to be valid and enforceable as though the invalid or
unenforceable portions or parts had not been included therein. In the event that
any provision of Sections 5 or 6 relating to the time period and/or geographic
restrictions and/or related aspects shall be declared by a court of competent
jurisdiction to exceed the maximum restrictiveness such court deems reasonable
and enforceable, the time period and/or geographic restrictions and/or related
aspects deemed reasonable and enforceable by the court shall become and
thereafter be the maximum restriction in such regard, and the restriction shall
remain enforceable to the fullest extent deemed reasonable by such court.

C. Employee acknowledges that the services Employee is to
render are of a special and unusual character with a unique value to Employer,
the loss of which cannot adequately be compensated by damages in an action at
law. In the event of a breach or threatened breach by Employee of any of the
provisions of Sections 5 or 6, Employer, in addition to and not in limitation
of, any other rights, remedies, or damages available to Employer under this
Agreement, shall be entitled to a permanent injunction in order to prevent or
restrain any such breach by Employee or by Employee's partners, agents,
representatives, servants, employers, employees, consulting clients, and/or any
and all persons directly or indirectly acting for or with Employee.

D. Employee covenants and agrees that if Employee shall
violate any of Employee's covenants or agreements under Sections 5 or 6,
Employer shall be entitled to: (i) an accounting and repayment of all profits,
compensation, commissions, remuneration, or other benefits that Employee
directly or indirectly has realized and/or may realize as a result of, growing
out of, or in connection with, any such violation; (ii) recover actual damages
incurred by Employer or its affiliates as a result of any such violation; (iii)
any injunctive relief to which Employer is or may be entitled at law, in equity,
or under this Agreement; and (iv) exercise its other rights respecting a breach
of this Agreement as set forth herein. The remedies set forth

<PAGE>

herein shall not be the sole and exclusive remedies to which Employer is
entitled for violation of Sections 5 or 6.

E. Employee's obligations under Sections 5 and 6 shall survive
any termination of Employee's employment hereunder.

8. Termination

A. For Cause By Employer. Notwithstanding any other provision
hereof, Employer may terminate Employee's employment under this Agreement
immediately at any time for "cause." For purposes hereof the term "cause" shall
include, but not be limited to, the commission of any of the following by
Employee: dishonesty; theft; unethical business conduct; indictment for a
felony; indictment for a misdemeanor involving moral turpitude; drug or alcohol
addiction or abuse; incompetence in the performance of material duties on behalf
of Employer; violation of the terms and provisions of this Agreement; willful or
recurring insubordination; failure to attempt, in good faith, to comply with
reasonable instructions of Employer; material violation by Employee of any
federal or state banking law, rule or regulation; causing or permitting, whether
intentionally or negligently, Employer to materially violate any federal or
state banking law, rule or regulation; or if Employee is suspended and/or
temporarily prohibited from participating in the conduct of the affairs of
Employer or any subsidiary of Employer by notice served under Section 8(e) of
the Federal Deposit Insurance Act (12 U.S.C., Section 1818 (e)). All
compensation (including without limitation the Base Salary, and all perquisites
and fringe benefits) to which Employee would otherwise be entitled (for periods
after the effective date of such termination) shall be discontinued and
forfeited as of the effective date of such termination.

B. Without Cause By Employer. Employer may terminate this
Agreement "without cause" upon thirty (30) days prior written notice to
Employee. In the event of such termination, all compensation (including without
limitation the Base Salary and any perquisites and fringe benefits, if any) to
which Employee would otherwise be entitled (for periods after the effective date
of the termination) shall be discontinued and forfeited as of the effective date
of such termination. Notwithstanding the foregoing, in the event of such
termination by Employer without cause, the following shall occur:

(i) Employee shall be paid a cash lump sum severance
payment equal to the amount of the Base Salary as defined in Section 4(A) which
would be payable to Employee during the remaining initial term of this Agreement
if Employee's employment hereunder was not terminated pursuant to this Section
8(B);

(ii) Employee shall receive from Employer, at
Employer's expense, all benefits set forth in Section 4(F) until the expiration
of the initial term of this Agreement; provided however, during such period
should a third party provide any such benefit to Employee, Employer's obligation
pursuant to this paragraph to provide the fringe benefit provide by the third
party shall be reduced by the amount and to the extent such fringe benefit is
provided to Employee by such third party; and

<PAGE>

(iii) Employee shall receive the title to the
automobile described in Section 4(D) hereof.

C. Termination By Employee. Employee may with or without cause
terminate this Agreement upon thirty (30) days prior written notice to Employer.
In the event of such termination, all compensation (including without limitation
the Base Salary, and all perquisites and fringe benefits) to which Employee
would otherwise be entitled (for periods after the effective date of such
termination) shall be discontinued and forfeited as of the effective date of
such termination. Employee's death shall be deemed termination of this Agreement
pursuant to this Section 8(C).

D. Disability. In the event of the Employee's disability
during employment under this Agreement, then employment under this Agreement
shall terminate. For purposes of this Agreement, except as provided hereinbelow,
"disability" shall mean the inability of Employee, due to sickness or other
incapacity, to perform Employee's duties under this Agreement for a period in
excess of ninety (90) substantially consecutive days. Such termination shall
become effective at Employer's election upon the expiration of such ninety (90)
day period of disability. Upon termination of employment under this Agreement
due to Employee's disability, all compensation (including without limitation the
Base Salary, and all perquisites and fringe benefits) to which Employee would
otherwise be entitled (for periods after the effective date of such termination)
shall be discontinued and forfeited as of the effective date of such
termination.

9. Annual Review. On or about each anniversary date of the date of this
Agreement, during the term of this Agreement, this Agreement, including the
compensation provisions of Section 4, shall be reviewed by the Employer and
Employee; provided, however, neither party shall have any obligation to modify
this Agreement, and no amendment or other modification hereof shall be effective
unless mutually agreed to by the parties in writing.

10. Grant of Stock Option. As a material inducement to Employee to
enter into this Agreement, Employer shall grant to Employee on the date of
Employee's commencement of employment hereunder (the "Granting Date"), pursuant
to that certain Incentive Stock Option Plan adopted by the Employer on May 16,
1994 (the "Plan"), a stock option to purchase pursuant to the terms of the Plan
a total of Fifteen Thousand (15,000) shares of Employer's capital stock (the
"Option Shares"). Subject to the terms and limitations set forth in this Section
10, on the Granting Date the Employer and Employee shall execute and deliver an
Incentive Stock Option Agreement in the form contemplated by the Plan. The
purchase price per Option Share shall be equal to Thirteen and No/100ths
($13.00) Dollars. Employee may not transfer or assign any right or interest in
the option in whole or in part.

11. Burden and Benefit. This Agreement shall be binding upon, and shall
inure to the benefit of, Employer and Employee, and their respective heirs,
personal and legal representatives, successors, and permitted assigns.

12. Assignment. This Agreement and any rights hereunder are personal to
Employee and shall not be assigned or otherwise transferred by Employee.
Employer shall be entitled to assign this Agreement to any corporation
controlled by Employer.

<PAGE>

13. Governing Law/Jurisdiction. The construction and interpretation of
this Agreement shall at all times and in all respects be governed by the laws of
the State of South Carolina. The parties hereby (i) agree that any litigation,
action or proceeding arising out of or relating to this Agreement may be
instituted in a state or federal court in the State of South Carolina, (ii)
waives any objection which it might have now or hereafter to any such
litigation, action or proceeding based upon improper venue or inconvenient
forum, and (iii) irrevocably submits to the jurisdiction of such courts in any
such litigation, action or proceeding. For all purposes of this Agreement, the
parties hereby further agree that service of process upon any party may be
effected pursuant to United States mail.

14. Usage. The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Term such as "hereof", "hereunder",
"hereto", "herein", and words of similar import shall refer to this Agreement in
its entirety and all references shall refer to specified portions of this
Agreement, unless the context clearly requires otherwise.

15. Severability. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any one or more of the
provisions of this Agreement shall not affect the validity and enforceability of
the other provisions. Without limiting the generality of the foregoing or of
Section 7, each provision, sub-provision, part, and sub-part of Sections 6 or 7
shall be deemed severable.

16. Survival. Employee's obligations pursuant to Section 5 and 6 hereof
shall survive the termination of this Agreement.

17. Modifications. This Agreement can only be modified by a written
agreement duly signed by authorized representatives of the parties hereto.
Moreover, in order to avoid uncertainty, ambiguity and misunderstandings in
their relationships, the parties hereto covenant and agree not to enter into any
oral agreement or understanding inconsistent or in conflict with this Agreement;
and the parties hereto further covenant and agree that any oral communication
allegedly or purportedly constituting such an agreement or understanding shall
be absolutely null, void and without effect.

18. Waiver. Any waiver by either party of any breach or any term or
condition hereof shall be effective only if in writing and such writing shall
not be deemed to be a waiver of any subsequent or other breach, term or
condition of this Agreement.

19. No Inference Against Author. No provision of this Agreement shall
be interpreted against any party because such party or its legal representative
drafted such provision.

20. Notice. Any notice, request, approval, consent, demand or other
communication hereunder shall be effective if in writing and upon the first to
occur of the following: (i) upon

<PAGE>

receipt by the party to whom such notice, request, approval, consent, demand or
other communication is being given; or (ii) three (3) business days after being
duly deposited in the U.S. Mail, certified, return receipt requested, and
addressed as follows:

Employee: James A. Lollis
2130 Pine Top Road
Belton, South Carolina 29627

Employer: Community Capital Corporation
P.O. Box 218
Greenwood, South Carolina 29648
Attn: President

The parties hereto may change their respective addresses by notice in writing
given to the other party this Agreement.

21. Entire Agreement. This Agreement contains the entire agreement and
understanding by and between Employer and Employee with respect to the subject
matter hereof and supersedes all prior and contemporaneous written or oral
agreements and representations between the parties with respect thereto.

IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement under seal to be effective as of the day and year first above written.

IN THE PRESENCE OF: EMPLOYEE:

(SEAL)
/s/ APRIL R. ELLISON /s/ JAMES A. LOLLIS
Witness James A. Lollis

/s/ JAMES H. STARK
Witness

EMPLOYER:

COMMUNITY CAPITAL CORPORATION

/s/ APRIL R. ELLISON
Witness (SEAL)
By: /s/ WILLIAM G. STEVENS
Its: President
/s/ JAMES H. STARK
Witness

<PAGE>

EMPLOYMENT AND OPTION AGREEMENT

WHEREAS, Employer is a bank holding company; and

WHEREAS, Employer desires to employ Employee, and Employee desires to
be employed by Employer, in accordance with the terms and conditions hereinafter
set forth:

2. Term. The employment shall commence on the date hereof, and shall
continue for an initial term of two (2) years, unless earlier terminated in
accordance with Section 8 hereof.

3. Duties of Employee.

A. In accepting employment by Employer, Employee shall
undertake and assume the responsibility of performing for and on behalf of
Employer the duties of a Vice- President of the Employer and/or such other
duties as may be assigned to Employee by Employer at any time and from time to
time, including but not limited to duties of assisting Employer with the
formation of a bank to be wholly owned by Employer and located in Newberry,
South Carolina. Notwithstanding the forgoing, except with Employee's written
consent, Employee shall not be permanently assigned to any position of lower
professional status.

<PAGE>

4. Compensation. As compensation for the services to be rendered by
Employee for Employer under this Agreement, Employee shall be compensated as
follows:

A. Base Salary.

(1) Until a licensed bank that is wholly
owned by Employer lawfully commences business in Newberry, South Carolina,
Employee shall be compensated by Employer on the basis of an annual salary of
Eighty Thousand and No/100 ($80,000.00) Dollars. Such salary shall be payable in
pay periods as determined by the Employer, but in no event less frequently than
monthly.

(2) Upon the lawful commencement of business
in Newberry, South Carolina of a licensed bank that is wholly owned by Employer,
Employer's obligations under Section 4(A)(1) above shall cease, and Employee
shall be compensated by Employer on the basis of an annual salary of Eighty
Thousand and No/100 ($80,000.00) Dollars; provided however, that payment of such
salary to Employee by Employer shall be reduced dollar for dollar by the amount
of salary and/or wages, if any, paid by such bank to Employee during the initial
term of this Agreement; and provided further that the amount of such Base Salary
payable by such bank pursuant to this Section 4(A)(2) is hereby guaranteed by
Employer for the balance of the initial two year term of this Agreement. Such
salary shall be payable in pay periods as determined by Employer or such bank,
but in no event less frequently than monthly.

B. Dues. Employer shall pay all dues of Employee as a member
of one social club and one service club, both of which shall be approved by the
parties hereto.

D. Automobile Provision. Employer shall provide Employee with
the use of an automobile with a purchase price of not less than Twenty Thousand
and No/100 ($20,000) Dollars.

Other than as set forth in Section 10 hereof, the compensation stated
above is intended to be the total compensation paid to Employee.

<PAGE>

7. Reasonableness, Enforceability and Remedies.

<PAGE>

herein shall not be the sole and exclusive remedies to which Employer is
entitled for violation of Sections 5 or 6.

E. Employee's obligations under Sections 5 and 6 shall survive
any termination of Employee's employment hereunder.

8. Termination

<PAGE>

(iii) Employee shall receive the title to the
automobile described in Section 4(D) hereof.

<PAGE>

16. Survival. Employee's obligations pursuant to Section 5 and 6 hereof
shall survive the termination of this Agreement.

19. No Inference Against Author. No provision of this Agreement shall
be interpreted against any party because such party or its legal representative
drafted such provision.

20. Notice. Any notice, request, approval, consent, demand or other
communication hereunder shall be effective if in writing and upon the first to
occur of the following: (i) upon

<PAGE>

Employee: William F. Steadman

Employer: Community Capital Corporation
P.O. Box 218
Greenwood, South Carolina 29648
Attn: President

The parties hereto may change their respective addresses by notice in writing
given to the other party this Agreement.

IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement under seal to be effective as of the day and year first above written.

IN THE PRESENCE OF: EMPLOYEE:

(SEAL)
/s/ APRIL R. ELLISON /s/ WILLIAM F. STEADMAN
Witness William F. Steadman

/s/ JAMES H. STARK
Witness

EMPLOYER:

COMMUNITY CAPITAL CORPORATION

/s/ APRIL R. ELLISON
Witness (SEAL)
By: /s/ WILLIAM G. STEVENS
Its: President

/s/ JAMES H. STARK
Witness

<PAGE>

EMPLOYMENT AND OPTION AGREEMENT

WHEREAS, Employer is a bank holding company; and

WHEREAS, Employer desires to employ Employee, and Employee desires to
be employed by Employer, in accordance with the terms and conditions hereinafter
set forth:

2. Term. The employment shall commence on the date hereof, and shall
continue for an initial term of two (2) years, unless earlier terminated in
accordance with Section 8 hereof.

3. Duties of Employee.

A. In accepting employment by Employer, Employee shall
undertake and assume the responsibility of performing for and on behalf of
Employer the duties of a Vice-President of the Employer and/or such other duties
as may be assigned to Employee by Employer at any time and from time to time,
including but not limited to duties of assisting Employer with the formation of
a bank to be wholly owned by Employer and located in Barnwell, South Carolina.
Notwithstanding the forgoing, except with Employee's written consent, Employee
shall not be permanently assigned to any position of lower professional status.

<PAGE>

4. Compensation. As compensation for the services to be rendered by
Employee for Employer under this Agreement, Employee shall be compensated as
follows:

A. Base Salary.

(1) Until a licensed bank that is wholly
owned by Employer lawfully commences business in Barnwell, South Carolina,
Employee shall be compensated by Employer on the basis of an annual salary of
Seventy-Five Thousand and No/100 ($75,000.00) Dollars. Such salary shall be
payable in pay periods as determined by the Employer, but in no event less
frequently than monthly.

(2) Upon the lawful commencement of business
in Barnwell, South Carolina of a licensed bank that is wholly owned by Employer,
Employer's obligations under Section 4(A)(1) above shall cease, and Employee
shall be compensated by Employer on the basis of an annual salary of
Seventy-Five Thousand and No/100 ($75,000.00) Dollars; provided however, that
payment of such salary to Employee by Employer shall be reduced dollar for
dollar by the amount of salary and/or wages, if any, paid by such bank to
Employee during the initial term of this Agreement; and provided further that
the amount of such Base Salary payable by such bank pursuant to this Section
4(A)(2) is hereby guaranteed by Employer for the balance of the initial two year
term of this Agreement. Such salary shall be payable in pay periods as
determined by Employer or such bank, but in no event less frequently than
monthly.

B. Dues. Employer shall pay all dues of Employee as a member
of one social club and one service club, both of which shall be approved by the
parties hereto.

D. Automobile Provision. Employer shall provide Employee with
the use of an automobile with a purchase price of not less than Twenty Thousand
and No/100 ($20,000) Dollars.

Other than as set forth in Section 10 hereof, the compensation stated
above is intended to be the total compensation paid to Employee.

<PAGE>

7. Reasonableness, Enforceability and Remedies.

<PAGE>

herein shall not be the sole and exclusive remedies to which Employer is
entitled for violation of Sections 5 or 6.

E. Employee's obligations under Sections 5 and 6 shall survive
any termination of Employee's employment hereunder.

8. Termination

<PAGE>

(iii) Employee shall receive the title to the
automobile described in Section 4(D) hereof.

<PAGE>

16. Survival. Employee's obligations pursuant to Section 5 and 6 hereof
shall survive the termination of this Agreement.

19. No Inference Against Author. No provision of this Agreement shall
be interpreted against any party because such party or its legal representative
drafted such provision.

20. Notice. Any notice, request, approval, consent, demand or other
communication hereunder shall be effective if in writing and upon the first to
occur of the following: (i) upon

<PAGE>

Employee: Marshall L. Martin, Jr.

Employer: Community Capital Corporation
P.O. Box 218
Greenwood, South Carolina 29648
Attn: President

The parties hereto may change their respective addresses by notice in writing
given to the other party this Agreement.

IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement under seal to be effective as of the day and year first above written.

IN THE PRESENCE OF: EMPLOYEE:

(SEAL)
/s/ APRIL R. ELLISON /s/ MARSHALL L. MARTIN, JR.
Witness Marshall L. Martin, Jr.

/s/ JAMES H. STARK
Witness

EMPLOYER:

COMMUNITY CAPITAL CORPORATION

/s/ APRIL R. ELLISON
Witness (SEAL)
By: /s/ WILLIAM G. STEVENS
Its: President

/s/ JAMES H. STARK
Witness

<PAGE>

<PAGE>
EXHIBIT 11.1

COMMUNITY CAPITAL CORPORATION
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS

<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
PRIMARY AND FULLY DILUTED EARNINGS PER SHARE 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net income............................................................. $ 581,855 $354,543 $ 191,769 $ 97,614
Add: Interest income from assumed purchase of government securities,
net of tax........................................................... 13,757 25,941 10,261 1,040
Adjusted net income for fully diluted shares........................... $ 595,612 $380,484 $ 202,030 $ 98,654

Weighted average number of common shares outstanding (2)............... 1,217,669 841,801 1,218,378 1,200,185
Dilutive stock equivalents (1)(2)...................................... 124,039 147,348 170,786 75,670
Total common stock and equivalents.............................. $1,341,708 $989,149 $1,389,164 $1,275,855

Primary and fully diluted income per share............................. $ 0.44 $ 0.38 $ 0.15 $ 0.08
</TABLE>

(1) Computed using the treasury stock method.

(2) Restated for the effect of the 5% stock dividend in April 1996, June 1995,
April 1994, and September 1993.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
PRIMARY AND FULLY DILUTED EARNINGS PER SHARE 1995 1994 1993
<S> <C> <C> <C>
Net income............................................................................. $ 533,868 $584,856 $560,322
Add: Interest income from assumed purchase of government securities, net of tax........ 52,666 55,866 --
Adjusted net income for fully diluted shares........................................... $ 586,534 $640,722 $560,322

Weighted average number of common shares outstanding (2)............................... 885,296 594,369 584,566
Dilutive stock equivalents (1) (2)..................................................... 133,880 172,128 125,572
Total common stock and equivalents.............................................. 1,019,176 766,497 710,138
Primary and fully diluted income per share
Income before extraordinary credit................................................... $ 0.58 $ 0.84 $ 0.72
Cumulative effect of accounting change............................................... -- -- 0.07
Net income........................................................................... $ 0.58 $ 0.84 $ 0.79
</TABLE>

(1) Computed using the treasury stock method.
(2) Restated for the effects of 5% stock dividends in June 1995, April 1994 and
September 1993.
<PAGE>

<doc- HGHSESS=2>

EXHIBIT 22.1

SUBSIDIARIES OF COMMUNITY CAPITAL CORPORATION

Greenwood Bank & Trust

Clemson Bank & Trust

GNB Mortgage Company (inactive)

Community Financial Services, Inc. (subsidiary of Greenwood Bank & Trust)

<PAGE>

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement
of Community Capital Corporation on Form S-2 of our report dated January 19,
1996, on our audits of the consolidated financial statements as of December 31,
1995 and 1994, and for the years ended December 31, 1995, 1994, and 1993, which
report is included in the Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts".

TOURVILLE, SIMPSON & HENDERSON

Columbia, South Carolina
December 20, 1996

POWER OF ATTORNEY

WHEREAS, Community Capital Corporation, a South Carolina corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-2, including a Prospectus, and any and all
amendments thereto, as prescribed by the Commission pursuant to the Act and the
rules and regulations of the Commission promulgated thereunder, together with
any and all exhibits and other documents relating to said Registration
Statement, all in connection with the Company's registration under the Act of
shares of common stock, $1.00 par value per share, of the Company (the "Common
Stock"); and all upon the terms and in the manner to be set forth in said
Registration Statement, including the Prospectus, referred to above;

NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint each of William G. Stevens and James H. Stark the
undersigned's true and lawful attorney-in-fact with power to act with or without
the undersigned, and with full power of substitution and resubstitution, to
execute in the name, place and stead of the undersigned, and in the
undersigned's capacity as a director of the Company, said Registration Statement
and any and all amendments and post-effective amendments thereto and supplements
to the Prospectus contained therein, and all instruments as said
attorney-in-fact shall deem necessary or incidental in connection therewith and
to deliver and file the same with the Commission, for and on the undersigned's
behalf, and in the undersigned's name and in the undersigned's capacity or
capacities as aforesaid. Said attorney-in-fact shall have full power and
authority to do and perform in the name and on behalf of the undersigned in any
and all capacities every act whatsoever necessary or desirable to be done in the
premises as fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving the acts of
said attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 7th day of December, 1996.

/s/ DAVID P. ALLRED, M.D.
Director

David P. Allred, M.D.
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ ROBERT C. COLEMAN
Director

Robert C. Coleman
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ JOHN W. DRUMMOND
Director

John W. Drummond
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ PATRICIA C. EDMONDS
Director

Patricia C. Edmonds
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ WAYNE Q. JUSTESEN, JR.
Director

Wayne Q. Justesen, Jr.
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ THOMAS C. LYNCH, JR.
Director

Thomas C. Lynch, Jr.
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ H. EDWARD MUNNERLYN
Director

H. Edward Munnerlyn
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ GEORGE B. PARK
Director

George B. Park
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ JOSEPH H. PATRICK, JR.
Director

Joseph H. Patrick, Jr.
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 6th day of December, 1996.

/s/ DONNA W. ROBINSON
Director

Donna W. Robinson
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 10th day of December, 1996.

/s/ GEORGE D. RODGERS
Director

George D. Rodgers
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ CHARLES J. ROGERS
Director

Charles J. Rogers
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 6th day of December, 1996.

/s/ THOMAS E. SKELTON
Director

Thomas E. Skelton
Print Name

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ LEX D. WALTERS
Director

Lex D. Walters
Print Name

<PAGE>

RULE 438 CONSENT

WHEREAS, Community Capital Corporation, a South Carolina corporation
(the "Company") intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-2, including a Prospectus, and any and all
amendments thereto, as prescribed by the Commission pursuant to the Act and the
rules and regulations of the Commission promulgated thereunder, together with
any and all exhibits and other documents relating to said Registration
Statement, all in connection with the Company's registration of shares of Common
Stock of the Company, $1.00 par value per share, and all upon the terms and in
the manner to be set forth in said Registration Statement, including the
Prospectus, referred to above;

NOW, THEREFORE, the undersigned does hereby acknowledge that the
undersigned is among those persons named in said Registration Statement who may
be elected as directors of the Company, and the undersigned does hereby consent
to all references to the undersigned in such context appearing in said
Registration Statement and any and all amendments and post-effective amendments
thereto and supplements to the Prospectus contained therein.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ EARL H. BERGEN
(Signature)

Earl H. Bergen
(Print Name)

<PAGE>

RULE 438 CONSENT

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 6th day of December, 1996.

/s/ J. M. HORTON
(Signature)

J. M. Horton
(Print Name)

<PAGE>

RULE 438 CONSENT

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 8th day of December, 1996.

/s/ CLINTON C. LEMON, JR.
(Signature)

Clinton C. Lemon, Jr.
(Print Name)

<PAGE>

RULE 438 CONSENT

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 6th day of December, 1996.

/s/ JAMES A. LOLLIS
(Signature)

James A. Lollis
(Print Name)

<PAGE>

RULE 438 CONSENT

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ MARSHALL L. MARTIN, JR.
(Signature)

Marshall L. Martin, Jr.
(Print Name)

<PAGE>

RULE 438 CONSENT

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 9th day of December, 1996.

/s/ WILLIAM F. STEADMAN
(Signature)

William F. Steadman
(Print Name)

<PAGE>