Director Contribution Agreement

Exhibit 10.7


ORGANIZER CONTRIBUTION AGREEMENT


This Agreement is entered into as of __________ 2001, among the Organizers (as defined below) of a proposed banking association to be located in Windsor, Virginia (the "Bank"), and of CNB Bancorp, LLC (the "LLC"), a limited liability company formed to acquire real estate on which to construct the headquarters building for Bank.


RECITALS


1. The undersigned organizers of the Bank and LLC, and those who may
hereafter join in the execution of this agreement as additional organizers
of the Bank and LLC at the invitation of the original organizers
(collectively, the "Organizers"), have agreed to join together for the
purpose of (i) preparing and filing an application with the U.S.
Comptroller of the Currency ("OCC") to organize the Bank; (ii) organizing a
holding company for the Bank; and (iii) organizing the LLC to acquire real
property on which to construct the headquarters building for the Bank.


2. The Organizers have agreed among themselves to underwrite the
organizational and pre-opening expenses of the Bank and acquisition cost of
the real estate by the LLC, subject to being reimbursed out of the proceeds
of the initial capitalization of the Bank and the holding company.


3. The Organizers desire to divide among themselves responsibility
for payment of such expenses in the event the proposed organization of the
Bank is unsuccessful.


STATEMENT OF AGREEMENT


In consideration of the premises, the Organizers hereby agree as follows:


1. Each of the Organizers shall contribute a sum of cash equal to
$7,500.00 to an organizational expense fund to be maintained by a treasurer
elected by the Organizers. The treasurer shall be elected by a majority of
the votes cast by the Organizers, with each Organizer casting one vote.
From time to time upon receiving at least three business days' notification
from the treasurer, each of the Organizers will promptly contribute
additional funds to the venture for the purpose of paying organizational
expenses up to an aggregate contribution of $50,000 per Organizer. In
addition, each of the Organizers shall execute a line of credit to be
established by the venture, with each Organizer assuming liability for up
to 150% of his/her pro rata portion of the liability under the line of
credit. The total financial commitment of all Organizers pursuant to the
line of credit and the cash contributions together shall not exceed
$750,000, unless the Organizers by unanimous vote elect to raise the
ceiling.


2. The treasurer shall keep accurate books of account of collections
and expenditures, and shall expend organizational funds only for filing
fees, legal and other


professional and consulting fees, acquisition of property selected for the
Bank's headquarters, and other expenses incidental to the organization and
planning of the Bank and the holding company. The books of account
maintained by the treasurer shall be open to inspection by any Organizer at
any reasonable time, and the treasurer shall furnish monthly reports of
collections and expenditures to the Organizers.


3. It is contemplated that upon preliminary approval by the OCC of
the application to organize the Bank, the initial capitalization will be
accomplished through a public offering of common stock of the Bank or the
holding company. Upon completion of the offering, it is c ...