ORGANIZATIONAL AGREEMENT

         This  Organizational  Agreement  is entered  into as of the 27th day of
September,  1995 by and among the persons  signing this  Agreement as Organizers
(the "Organizers") and First National Corporation, a South Carolina corporation,
(the "Sponsor").

         Whereas,  the  Organizers  and the Sponsor  wish to organize a national
bank in Rock Hill, South Carolina (the "Bank"); and

         Whereas,  the  Organizers  and the Sponsor  wish to  memorialize  their
understandings with respect to the organization of the Bank.

         Now,  therefore,  for  and in  consideration  of the  premises  and the
agreements contained herein the Organizers and Sponsor agree as follows:

         1. Each of the Organizers  agrees to serve as an Organizer of the Bank,
and to participate in the organizational process in the manner and to the extent
required by the National Bank Act and the rules, regulations and policies of the
Office of the  Comptroller  of the Currency  (the "OCC").  Each  Organizer  also
agrees  that he will serve as a director of the Bank upon its  organization  and
will endeavor to the best of his ability to fully discharge the obligations of a
director of a national  bank.  Each Organizer  acknowledges  that he understands
that  he  will  be  required  to  provide  certain  information  concerning  his
background and financial  standing to the OCC in connection with the Application
to Organize the Bank and agrees to promptly  furnish such  information as may be
required.  Each Organizer further understands that continued participation as an
Organizer and, ultimately,  as a director of the Bank is subject to the approval
of the OCC and agrees  that,  if the  approval of the OCC for his  participation
cannot be  obtained  or is  delayed in a way that will  substantially  delay the
opening of the Bank, he will withdraw from  participation as an Organizer and as
a prospective director of the Bank.

         2. Each Organizer agrees that,  immediately upon the commencement of an
offering of stock by the Sponsor to finance the  capitalization  of the Bank, he
will subscribe to and pay for no less than $50,000 worth of stock of the Sponsor
at the same price as such stock is offered  to the  public;  provided,  however,
that if the Organizer is provided with a preliminary prospectus relating to such
sale  of  stock  and  if  such  Organizer  notifies  the  Company  prior  to the
effectiveness of the prospectus that he will not subscribe for and purchase such
stock and resigns as an Organizer  and  prospective  director of the Bank,  then
such Organizer shall be relieved of any obligation to purchase the stock.

         3. The Sponsor  agrees that it will bear the expense of  preparing  and
filing the  Application  to  Organize  a National  Bank with the OCC and it will
subscribe to all of the Bank's capital stock (not to exceed $5 million).

         4. The Organizers  agree that,  promptly after this Agreement is signed
by the Sponsor,  they will meet and elect a Chairman and will  designate  Robert
Hill as the person to be the  President of the Bank and C. John Hipp,  III to be
the spokesperson for the Organizers.

          5. Each  Organizer  agrees  to  promptly  notify  the  Sponsor  of any
communication  he  receives  from  the  OCC or  any  other  governmental  agency
regarding the Bank.

          6. With the  exception of Mr. Hill,  no  Organizer  shall  receive any
compensation  for his service as an Organizer or as a director of the Bank until
the Bank becomes  profitable.  Mr. Hill shall receive a salary and benefits from
the Sponsor which may, to the extent permitted by applicable law and regulation,
be charged to the organizational expenses of the Bank.


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          7. The Organizers shall not incur any expense with respect to the Bank
     without the prior written consent of the Sponsor.

          8.  All   correspondence   or  other   communications   regarding  the
organization of the Bank and the other matters contained in this Agreement shall
be directed to the  appropriate  party at the address set forth by such  parties
named below.

          9. This  Agreement  shall be  effective as of the date it is signed by
the Sponsor.

         10. The  Organizers  may,  with the approval of the  Sponsor,  bring in
additional  Organizers  or  replace  Organizers  who leave the  group.  Any such
additional or  replacement  Organizer  shall sign this  Agreement and thereby be
bound by its terms.

         11. This Agreement  shall be governed by the laws of the State of South
Carolina  and shall  inure to the  benefit  of and be  enforceable  against  the
parties hereto their respective heirs, successors and assigns.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the effective date.

ORGANIZERS:




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