NUMBER                                                                 SHARES
- -------------                                                     -------------


                            REGIONAL BANKSHARES, INC.

                   ORGANIZED UNDER THE LAWS OF SOUTH CAROLINA



This  certifies  that  _________________________________________________  is the
owner of ___________________________________________ shares of the COMMON STOCK,
$1.00 Par Value,  of Regional  Bankshares,  Inc.,  fully paid and  nonassessable
transferable only on the books of the Corporation by the holder hereof in person
or by duly  authorized  attorney  upon  surrender of this  certificate  properly
indorsed.

In witness  whereof,  the said  Corporation  has caused this  Certificate  to be
signed by its duly  authorized  officers and its  facsimile  seal to be hereunto
affixed.

Dated:
      -----------------

                                  [SEAL]
- -----------------------------                   --------------------------------
         Secretary                                        President



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The Corporation will furnish to any shareholder upon request and without charge,
a full statement of the  designations,  preferences,  limitations,  and relative
rights  of the  shares  of  each  class  authorized  to be  issued  and,  if the
Corporation is authorized to issue any preferred or special class in series, the
variations  in the relative  rights and  preferences  between the shares or each
such series so far as the same have been fixed and determined, and the authority
of the  board  of  directors  to fix  and  determine  the  relative  rights  and
preferences of other series.

NOTICE. THE SIGNATURE ON THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THIS  CERTIFICATE IN EVERY  PARTICULAR,  WITHOUT  ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.

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


________________________________________________________________________________
     Please print or typewrite name and address of Assignee

     ___________________________________________________________________________

     ___________________________________________________________________________

     ___________________________________________________________________________



______________________________________________
Social security or other taxpayer
identifying number of assignee

the shares  represented  by the within  Certificate,  and do hereby  irrevocably
constitute and appoint _________________ Attorney to transfer the said Shares on
the books of the within named Corporation with full power of substitution in the
premises.

    Dated_____________, 20__          X_________________________________________


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