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                                  EXHIBIT 10.45

                                     FORM OF

                            AMENDMENT TO NONQUALIFIED

                             STOCK OPTION AGREEMENT

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                AMENDMENT TO NONQUALIFIED STOCK OPTION AGREEMENT

         This Amendment is entered into on this 12th day of December, 2000, by
and between Community Bancshares, Inc. (the "Company") and the undersigned
individual ("Grantee").

         WHEREAS, Grantee and the Company entered in Nonqualified Stock Option
Agreements dated March 29, 1996, March 27, 1997 and March 26, 1998 (the
"Agreements"); and

         WHEREAS, Grantee and the Company desire to amend the Agreement as set
forth below;

         NOW, THEREFORE, in consideration of the mutual premises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree to amend
the Agreement by amending Paragraph 3 in its entirety to read as follows:

         Exercise of Option: The Option shall be exercisable at any time
         after the date of grant prior to its lapse as stated in Paragraph
         2. The Option shall be exercised by written notice to the
         Secretary of the Company at the principal executive offices of the
         Company. Payment of the Option price shall be made in cash or
         Company Common Stock that was acquired at least six (6) months
         prior to the exercise of the Option, or a combination thereof. To
         the extent permitted by applicable law, the Option may be
         exercised and the exercise price paid pursuant to arrangements
         with brokerage firms permitted under Regulation T of the Federal
         Reserve Board or successor regulations or statues. Any federal or
         state tax withholding requirements can be satisfied by shares of
         the Company Common Stock acquired pursuant to the Option exercise.

The Agreements shall remain in full force and effect unmodified except as
provided above.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first written above.


Grantee:                                     Community Bancshares, Inc.


---------------------------------            By:
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                                             Its:
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