CNB BANCORP, LLC
This Operating Agreement ("Agreement") of CNB Bancorp, LLC (the "LLC") is made as of July 30, 2001,
among the undersigned Members of the LLC.
FORMATION AND PURPOSES
1.1 Formation. The Members acknowledge the formation of the LLC under the Virginia Limited Liability
Company Act (the "Act"). The Virginia State Corporation Commission issued the Certificate of Organization on
June 8, 2001.
1.2 Purpose. The LLC is formed for the purposes of (i) facilitating the Members in preparing and filing an
application with the U.S. Comptroller of the Currency ("OCC") to organize a banking association to be located in
Windsor, Virginia (the "Bank"); (ii) facilitate the Members in organizing a holding company for the Bank; and (iii)
acquire real property on which to construct the headquarters building for the Bank, and any other lawful business.
1.3 Tax Classification. The Members intend that the LLC be classified as a partnership for federal income tax
purposes and this Agreement shall be interpreted accordingly.
1.4 Limited Liability. No Member or Manager shall have any personal obligation for any liabilities of the LLC
solely by reason of being a Member or Manager, except as provided by law.
1.5 Certain Defined Terms. The following capitalized terms, when used in this Agreement, have the meanings
"Percentage Interests" means the ratio of the number of Units owned by such Member to the total number of
Units owned by all Members.
"Unit" means an interest in the LLC, issued in accordance with this Agreement, with an initial Capital Account (as
hereinafter defined) balance as set forth on Exhibit A hereto.
2.1 General. The term "Members" means only the undersigned and any Persons subsequently admitted as
Members. The term "Person" includes individuals and entities. A Member ceases to be a Member upon the
Assignment (as hereafter defined) of such Person's entire interest in the LLC, but such forme