AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.1

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This   AMENDED   AND   RESTATED    EMPLOYMENT    AGREEMENT    (this    "Employment
Agreement")   is made and   entered   into as of   November   17,   2008 by and   among
Citizens South Banking Corporation, a Delaware corporation, Citizens South Bank,
a federally chartered savings bank and wholly owned subsidiary of Citizens South
Banking   Corporation   (the   "Company"),   and Kim S. Price,   President   and Chief
Executive   Officer (the   "EXECUTIVE").   Citizens South Banking   Corporation   and
Citizens   South Bank are   hereinafter   sometimes   collectively   or   individually
referred to as "CITIZENS SOUTH."

     WHEREAS,   the   Executive is currently   employed as the   President and Chief
Executive Officer of Citizens South pursuant to an employment   agreement between
Citizens South and the Executive originally entered into as of May 17, 2004 (the
"Original Agreement");

     WHEREAS, Citizens South desires to amend and restate the Original Agreement
in order to make changes to comply with   Section   409A of the   Internal   Revenue
Code of 1986, as amended (the "Code"), as well as certain other changes;

     WHEREAS, Citizens South desires to ensure that Citizens South is assured of
the   continued   availability   of the   Executive's   services   as provided in this
Agreement;

     WHEREAS,   the Executive is willing to serve Citizens South on the terms and
conditions hereinafter set forth; and

     WHEREAS, none of the conditions or events included in the definition of the
term "golden parachute payment" that is set forth in Section   18(k)(4)(A)(ii) of
the Federal Deposit Insurance Act [12 U.S.C.   1828(k)(4)(A)(ii)]   and in Federal
Deposit   Insurance   Corporation Rule   359.1(f)(1)(ii)   [12 CFR   359.1(f)(1)(ii)]
exists or, to the best knowledge of Citizens South,   is contemplated   insofar as
Citizens South or any affiliates are concerned;

     NOW THEREFORE,   in   consideration   of these premises,   the mutual covenants
contained   herein,   and other good and   valuable   consideration   the receipt and
sufficiency   of which are   hereby   acknowledged,   the   parties   hereto   agree as
follows:

                                    ARTICLE 1
                                   EMPLOYMENT

     1.1 EMPLOYMENT.   Citizens South Banking Corporation and Citizens South Bank
hereby employ the Executive to serve as President   and Chief   Executive   Officer
according to the terms and conditions of this Employment Agreement, effective on
the date first written above (the "Effective Date") and for the period stated in
Article 3. The Executive   hereby accepts   employment   according to the terms and
conditions of this Employment   Agreement and for the period stated in Article 3.
The Executive   also agrees to serve as an officer or director of any   subsidiary
or   affiliate of Citizens   South,   if elected.   For purposes of this   Employment
Agreement,   the term   "affiliate"   means any entity that   directly or indirectly
through   one or more   intermediaries   controls,   is   controlled   by, or is under
common control with Citizens South Bank.

<PAGE>

     1.2 SERVICE ON THE BOARD OF DIRECTORS.

     (a) BOARD OF DIRECTORS OF CITIZENS SOUTH BANKING CORPORATION. The Executive
is   currently   serving as a director   of   Citizens   South   Banking   Corporation.
Citizens South Banking   Corporation shall nominate the Executive for election as
a director at such times as necessary so that the Executive   will, if elected by
stockholders, remain a director of Citizens South Banking Corporation throughout
the term of this Employment Agreement. The Executive hereby consents to serve as
a director of Citizens   South   Banking   Corporation,   and the   Executive   hereby
consents to being named as a director of Citizens   South Banking   Corporation in
documents   filed by Citizens South Banking   Corporation   with the Securities and
Exchange   Commission.   The   Executive   shall be   deemed   to have   resigned   as a
director of Citizens   South   Banking   Corporation   effective   immediately   after
termination of the   Executive's   employment   under Article 5 of this   Employment
Agreement,   regardless   of   whether   the   Executive   submits a   formal,   written
resignation as director.

     (b) BOARD OF DIRECTORS OF CITIZENS   SOUTH BANK.   The Executive is currently
serving as a director of Citizens South Bank. The board of directors of Citizens
South   Banking   Corporation   and the board of directors   of Citizens   South Bank
shall   undertake   every   lawful   effort to ensure that the   Executive   continues
throughout   the term of his   employment to be elected or reelected as a director
of Citizens   South Bank.   The   Executive   shall be deemed to have   resigned as a
director of Citizens South Bank effective   immediately   after termination of the
Executive's employment under Article 5 of this Employment Agreement,   regardless
of whether the Executive submits a formal, written resignation as director.

                                    ARTICLE 2
                                     DUTIES

     As   President   and   Chief   Executive   Officer   of   Citizens   South   Banking
Corporation,   the Executive   shall serve under the   direction of Citizens   South
Banking   Corporation's   board of directors and in accordance with Citizens South
Banking   Corporation's   Articles of   Incorporation   and   Bylaws,   as each may be
amended or restated from time to time. As President and Chief Executive   Officer
of Citizens   South Bank,   the   Executive   shall   serve   under the   direction   of
Citizens   South Bank's board of directors and in accordance   with Citizens South
Bank's Charter and Bylaws, as each may be amended or restated from time to time.
The Executive   shall report   directly to the board of directors.   He shall serve
Citizens   South   faithfully,   diligently,   competently,   and to the   best of his
ability, and he shall exclusively devote his full time, energy, and attention to
the   business   of   Citizens   South   and to the   promotion   of   Citizens   South's
interests throughout the term of this Employment Agreement.   Without the written
consent   of   Citizens   South   Banking   Corporation's   board   of   directors,   the
Executive shall not render services to or for any person, firm, corporation,   or
other entity or   organization   in exchange for   compensation,   regardless of the
form in which such   compensation   is paid and   regardless   of whether it is paid
directly or indirectly to the Executive. Nothing in this Article 2 shall prevent
the Executive from managing his personal investments and affairs,   provided that
doing so does not   interfere   with the   proper   performance   of his   duties   and
responsibilities as President and Chief Executive Officer.

                                       
<PAGE>

                                    ARTICLE 3
                               TERM OF EMPLOYMENT

     The   initial   term of this   Employment   Agreement   shall be for a period of
three years,   commencing on the Effective Date. On the first   anniversary of the
Effective Date of this Employment Agreement and on each anniversary   thereafter,
this   Employment   Agreement shall be extended   automatically   for one additional
year unless Citizens   South's board of directors   determines that the term shall
not be extended.

     If the   board of   directors   determines   not to extend   the term,   it shall
notify the Executive in writing at least ten days before the   anniversary   date.
If the board decides not to extend the term of this Employment   Agreement,   this
Employment   Agreement shall nevertheless remain in force until its term expires.
The board's   decision not to extend the term of this Employment   Agreement shall
not - by itself - give the Executive any rights under this Employment   Agreement
to claim an adverse change in his position,   compensation,   or   circumstances or
otherwise   to claim   entitlement   to   severance or   termination   benefits   under
Articles 6 or 7 of this Employment   Agreement.   References herein to the term of
this   Employment   Agreement   shall refer to the initial term, as the same may be
extended.   Unless sooner terminated,   the Executive's employment shall terminate
when he attains age 65.

     For one full year after expiration of the term of this Employment Agreement
or   termination   of the   Executive's   employment,   the   Executive   shall furnish
information   and   assistance to Citizens   South as may reasonably be required by
Citizens South in any litigation in which Citizens South or any of subsidiary or
affiliate is or may become a party, upon reasonable notice to the Executive.

                                    ARTICLE 4
                          COMPENSATION AND OTHER BENEFITS

     4.1 BASE SALARY.   In   consideration   of the Executive's   performance of his
obligations under this Employment Agreement,   Citizens South Banking Corporation
shall pay or cause to be paid to the   Executive   a salary at the annual   rate of
not less than $259,375,   payable in semi-monthly   installments.   The Executive's
salary   shall be reviewed   annually by the   Compensation   Committee   of Citizens
South's board of directors or by such other board committee as has   jurisdiction
over   executive   compensation.   The   Executive's   salary may be increased at the
discretion of the committee   having   jurisdiction   over executive   compensation.
However, the Executive's salary shall not be reduced. The Executive's salary, as
the same may be increased   from time to time, is referred to in this   Employment
Agreement as the "BASE SALARY." Nothing in this Employment Agreement is intended
to govern or   restrict   the kind or amount of   compensation   the   Executive   may
receive in his capacity as a director of Citizens South.

                                       
<PAGE>

     4.2   BENEFIT   PLANS   AND   PERQUISITES.   The   Executive   shall   be   entitled
throughout the term of this   Employment   Agreement to participate in any and all
officer or employee compensation,   bonus, incentive, and benefit plans in effect
from   time to   time,   including   without   limitation   plans   providing   pension,
medical, dental, disability, and group life benefits, including Citizens South's
401(k) Plan, and to receive any and all other fringe benefits provided from time
to time, provided that the Executive satisfies the eligibility   requirements for
any such plans or benefits. Without limiting the generality of the foregoing:

     (a)   PARTICIPATION   IN STOCK   PLANS.   The   Executive   shall be   eligible to
participate   in   Citizens   South's   stock   option   plans and   other   stock-based
compensation,   incentive,   bonus, or purchase plans existing on the date of this
Employment Agreement or adopted during the term of this Employment Agreement.

     (b) CLUB DUES. During the term of this Employment Agreement, Citizens South
shall pay or cause to be paid the Executive's membership assessments and dues in
civic clubs and such expenses   shall be paid   promptly by Citizens   South and in
any event no later than March 15 of the year   immediately   following the year in
which the expenses were incurred.

     (c) REIMBURSEMENT OF BUSINESS EXPENSES.   The Executive shall be entitled to
reimbursement   of all reasonable   business   expenses   incurred in performing his
obligations   under this Employment   Agreement,   including but not limited to all
reasonable   business travel and entertainment   expenses incurred while acting at
the request of or in the service of Citizens South and   reasonable   expenses for
attendance at annual and other periodic meetings of trade   associations and such
reimbursement shall be paid promptly by Citizens South and in any event no later
than March 15 of the year   immediately   following the year in which the expenses
were incurred.

     (d) USE OF   AUTOMOBILE.   The Executive   shall have the use of an automobile
titled in Citizens   South's   name for use by the   Executive   in carrying out his
duties for Citizens South, the insurance and maintenance expenses of which shall
be paid by Citizens   South.   As additional   compensation,   the Executive may use
such automobile for personal   purposes,   provided that the Executive   renders an
accounting of his business and personal use to Citizens South in accordance with
regulations under the Code.

     4.3 VACATION.   The Executive   shall be entitled to paid annual vacation and
sick leave in   accordance   with the   policies   established   from time to time by
Citizens   South.    The   Executive   shall   not   be   entitled   to   any   additional
compensation   for failure to use allotted   vacation or sick leave, nor shall the
Executive be entitled to accumulate   unused sick leave from one year to the next
unless authorized by Citizens South's board of directors to do so. Vacation days
not used in a given year may not be carried over from one   calendar   year to the
next.

                                       
<PAGE>

     4.4 INDEMNIFICATION AND INSURANCE.

     (a) INDEMNIFICATION. Citizens South Banking Corporation shall indemnify the
Executive   or   cause   the   Executive   to be   indemnified   with   respect   to   his
activities as a director,   officer, employee, or agent of Citizens South Banking
Corporation   or Citizens   South Bank or as a person who is serving or has served
at the request of Citizens South Banking Corporation (a   "REPRESENTATIVE")   as a
director,   officer,   employee,   agent, or trustee of an affiliated   corporation,
joint venture trust or other enterprise,   domestic or foreign, in which Citizens
South Banking   Corporation has a direct or indirect   ownership   interest against
expenses (including without limitation   attorneys' fees,   judgments,   fines, and
amounts paid in settlement) actually and reasonably incurred by him ("EXPENSES")
in connection   with any claim   against the Executive   that is the subject of any
threatened,   pending,   or completed   action,   suit, or other type of proceeding,
whether civil, criminal, administrative, investigative, or otherwise and whether
formal or informal   (a   "PROCEEDING"),   to which the   Executive   was,   is, or is
threatened   to be made a party by reason of the   Executive   being or having been
such a director, officer, employee, agent, or representative.

     The   indemnification   provided   herein   shall not be exclusive of any other
indemnification   or right to which   the   Executive   may be   entitled   and   shall
continue   after the   Executive   has ceased to occupy a position   as an   officer,
director, employee, agent or representative with respect to Proceedings relating
to or arising out of the   Executive's   acts or   omissions   during his service in
such   position.   The benefits   provided to the Executive   under this   Employment
Agreement for the Executive's   service as a   representative   shall be payable if
and only if and only to the extent that   reimbursement   to the   Executive by the
affiliated   entity   with which the   Executive   has   served as a   representative,
whether   pursuant to agreement,   applicable law,   articles of   incorporation   or
association,   by-laws or regulations of the entity,   or insurance   maintained by
such affiliated entity, is insufficient to compensate the Executive for Expenses
actually   incurred and otherwise payable by Citizens South under this Employment
Agreement.   Any payments in fact made to or on behalf of the Executive   directly
or indirectly   by the   affiliated   entity with which the   Executive   served as a
representative shall reduce the obligation of Citizens South hereunder.

     (b) EXCLUSIONS.   Anything herein to the contrary notwithstanding,   however,
nothing in this section 4.4 requires indemnification,   reimbursement, or payment
by Citizens South Banking   Corporation or Citizens South Bank, and the Executive
shall   not be   entitled   to demand   indemnification,   reimbursement   or   payment
hereunder:

          (1) if and to the extent   indemnification,   reimbursement,   or payment
     constitutes a "prohibited   indemnification   payment"   within the meaning of
     Federal    Deposit    Insurance    Corporation    Rule    359.1(l)(1)    [12   CFR
     359.1(l)(1)], or

                                       
<PAGE>

          (2) for any claim or any part thereof as to which the Executive   shall
     have been   determined by a court of competent   jurisdiction,   from which no
     appeal is or can be taken, by clear and convincing evidence,   to have acted
     with    deliberate    intent   to   cause   injury   to   Citizens   South   Banking
     Corporation or Citizens South Bank or with reckless   disregard for the best
     interests of Citizens South Banking Corporation, or

          (3) for any claim or any part thereof   arising   under Section 16(b) of
     the   Securities   Exchange Act of 1934 as a result of which the Executive is
     required to pay any penalty, fine, settlement, or judgment, or

          (4) for any obligation of the Executive   based upon or attributable to
     the Executive   gaining in fact any personal gain,   profit,   or advantage to
     which he was not entitled, or

          (5) any proceeding   initiated by the Executive   without the consent or
     authorization of Citizens South Banking   Corporation's   board of directors,
     but this   exclusion   shall not apply with respect to any claims   brought by
     the Executive (a) to enforce his rights under this Employment Agreement, or
     (b) in any Proceeding   initiated by another person or entity whether or not
     such claims were   brought by the   Executive   against a person or entity who
     was otherwise a party to such proceeding.

     (c) INSURANCE.   Citizens South Banking   Corporation shall maintain or cause
to be maintained   liability insurance covering the Executive throughout the term
of this Employment Agreement.

                                    ARTICLE 5
                            TERMINATION OF EMPLOYMENT

     5.1 TERMINATION BY THE EMPLOYER.

     (a)   DEATH   OR   DISABILITY.   The   Executive's   employment   shall   terminate
automatically   on the date of the   Executive's   death.   If the Executive dies in
active service to Citizens South, his estate,   legal   representatives,   or named
beneficiaries (as directed by Executive in writing) shall for one year after the
date of the   Executive's   death be paid the Base Salary at the rate in effect at
the time   Executive's   death which shall   commence   within 30 days following the
date of the   Executive's   death,   and Citizens   South shall   continue to provide
non-taxable   medical and dental   benefits   normally   provided for an executive's
family for one year after the Executive's death.

     By delivery of written notice 30 days in advance to the Executive, Citizens
South may terminate the Executive's employment if the Executive is disabled. For
purposes   of this   Employment   Agreement,   the   Executive   shall be deemed to be
"DISABLED" if: (i) the Executive is unable to engage in any substantial   gainful
activity by reason of any medically   determinable   physical or mental impairment
that can be expected to result in death, or last for a continuous   period of not
less than 12 months;   (ii) by reason of any medically   determinable   physical or
mental impairment that can be expected to result in

                                       
<PAGE>

death, or last for a continuous period of not less than 12 months, the Executive
is   receiving   income   replacement   benefits for a period of not less than three
months   under an accident   and health plan   covering   employees   of the Citizens
South;   or (iii)   Executive is determined   to be totally   disabled by the Social
Security   Administration.   If the   Executive is terminated by either of Citizens
South Banking   Corporation   or Citizens   South Bank because of   disability,   his
employment with the other shall also terminate at the same time.

     (b) TERMINATION WITHOUT CAUSE. With written notice to the Executive 60 days
in advance,   Citizens   South may terminate the   Executive's   employment   without
Cause. If the Executive is terminated   without Cause by either of Citizens South
Banking Corporation or Citizens South Bank, he shall be deemed also to have been
terminated without Cause by the other.

     (c)   TERMINATION   WITH CAUSE.   Effective   on the date on which   termination
notice is given to the Executive and without the   requirement   of advance notice
to the Executive,   Citizens South may terminate the Executive's   employment with
Cause.   If the   Executive is   terminated   for Cause by either of Citizens   South
Banking Corporation or Citizens South Bank, he shall be deemed also to have been
terminated   for Cause by the other.   The   Executive   shall not be deemed to have
been terminated for Cause under this Employment Agreement unless and until there
is   delivered   to him a copy of a   resolution   duly   adopted at a meeting of the
board of directors called and held for such purpose,   which resolution shall (1)
contain findings that, in the good faith opinion of the board, the Executive has
committed an act constituting   Cause,   and (2) specify the particulars   thereof.
The   resolution   shall be deemed to have been duly   adopted if and only if it is
adopted by the   affirmative   vote of at least 75% of the   directors   of Citizens
South   Banking   Corporation   then in office or 75% of the   directors of Citizens
South Bank then in office, in either case excluding the Executive,   at a meeting
duly called and held for that   purpose.   Notice of the meeting and the   proposed
termination   for Cause shall be given to the   Executive a   reasonable   amount of
time before the board's meeting. The Executive and his counsel (if the Executive
chooses to have counsel present) shall have a reasonable opportunity to be heard
by the board at the meeting.   Nothing in this   Employment   Agreement   limits the
Executive's or his beneficiaries'   right to contest the validity or propriety of
the board's determination of Cause.

     (d) DEFINITION OF CAUSE. For purposes of this Employment Agreement, "CAUSE"
means termination because of the Executive's personal dishonesty,   incompetence,
willful misconduct, breach of fiduciary duty involving personal profit, material
breach   of   Citizens   South's   Code   of   Ethics,    material    violation   of   the
Sarbanes-Oxley   requirements   for   officers   of   public   companies   that   in the
reasonable   opinion   of the   directors   of   Citizens   South   will   likely   cause
substantial   financial harm or substantial   injury to the reputation of Citizens
South,   willfully   engaging   in actions   that in the   reasonable   opinion of the
directors of Citizens   South will likely   cause   substantial   financial   harm or
substantial   injury to the business   reputation of Citizens   South,   intentional
failure   to   perform   stated   duties,   willful   violation   of any   law,   rule or
regulation (other than routine traffic   violations or similar offenses) or final
cease-and-desist order, or material breach of any provision of the contract.

                                       
<PAGE>

     5.2   TERMINATION   BY   THE   EXECUTIVE.    The   Executive   may   terminate   his
employment with written notice to Citizens South Banking   Corporation 60 days in
advance,   whether with or without Good Reason. If the Executive   terminates with
Good Reason,   the   termination   will take effect at the conclusion of the 60-day
period   unless the event or   circumstance   constituting   Good Reason is cured by
Citizens South or unless the notice of termination for Good Reason is revoked by
the Executive   within the 60-day period.   For purposes of this Agreement,   "GOOD
REASON" means any of the following events occur -

     (a) Reduced Base Salary:   involuntary   reduction   of the   Executive's   Base
Salary,

     (b)   Participation   in Benefit   Plans   Reduced or   Terminated:   involuntary
reduction of the Executive's   bonus,   incentive,   and other   compensation   award
opportunities   under   Citizens   South   Banking   Corporation's   benefit plans and
Citizens   South Bank's   benefit   plans,   unless in the case of either   company a
company-wide    reduction    of    all    officers'    award    opportunities    occurs
simultaneously,   or involuntary termination of the Executive's   participation in
any officer or employee   benefit   plan   maintained   by   Citizens   South   Banking
Corporation or by Citizens South Bank, unless the plan is terminated   because of
changes in law or loss of tax   deductibility   to Citizens   South with respect to
contributions   to the plan,   or   unless   the plan is   terminated   as a matter of
Citizens South Banking   Corporation policy or Citizens South Bank policy applied
equally to all participants in the plan,

     (c) Reduced Responsibilities or Status:

          (1)   assignment   to   the   Executive   of   duties   that   are   materially
     inconsistent   with the   Executive's   position   as   Citizens   South   Banking
     Corporation's   principal executive officer or that represent a reduction of
     his authority,

          (2) failure to appoint or reappoint   the   Executive   as President   and
     Chief Executive Officer of Citizens South Banking Corporation,

          (3) failure to nominate the Executive as a director of Citizens   South
     Banking Corporation, or

          (4) failure to elect or reelect the   Executive or cause the   Executive
     to be elected or reelected to the board of directors of Citizens South Bank
     in accordance with Section 1.2(b) of this Employment Agreement, without the
     Executive's written consent,

     (d) Failure to Obtain Assumption Agreement: failure to obtain an assumption
of Citizens South's obligations under this Employment Agreement by any successor
to Citizens South Banking Corporation, regardless of whether such entity becomes
a   successor   to Citizens   South   Banking   Corporation   as a result of a merger,
consolidation, sale of assets, or other form of reorganization,

                                       
<PAGE>

     (e) Material   Breach:   a material   breach of this   Employment   Agreement by
Citizens South that is not corrected within a reasonable time, or

     (f)   Relocation   of the   Executive:   relocation   of Citizens   South Banking
Corporation's   principal executive offices, or requiring the Executive to change
his principal work location, to any location that is more than 15 miles from the
location of Citizens South Banking Corporation's   principal executive offices on
the date of this Employment Agreement.

     5.3 NOTICE. Any purported termination by Citizens South or by the Executive
shall be communicated by written notice of termination to the other.   The notice
must state the   specific   termination   provision   of this   Employment   Agreement
relied   upon.   The notice   must also state the date on which   termination   shall
become   effective,   which   shall   be a date   not   earlier   than   the date of the
termination   notice. If termination is for Cause or with Good Reason, the notice
must state in reasonable   detail the facts and   circumstances   forming the basis
for termination of the Executive's employment.

                                    ARTICLE 6
                   COMPENSATION AND BENEFITS AFTER TERMINATION

     6.1   CAUSE.   If   the   Executive's   employment   terminates   for   Cause,   the
Executive shall receive the salary to which he was entitled   through the date on
which termination   became effective and any other benefits that may be available
to him under Citizens   South's   benefit plans and policies in effect on the date
of   termination.   All unvested stock options held by the Executive   shall become
null