Endorsement Split Dollar Agreement - FIRST SOUTH BANCORP INC - 3-31-2008

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Endorsement Split Dollar Agreement - FIRST SOUTH BANCORP INC - 3-31-2008 Powered By Docstoc
					Exhibit 10.4.1 FIRST SOUTH BANK ENDORSEMENT SPLIT DOLLAR AGREEMENT This ENDORSEMENT SPLIT DOLLAR AGREEMENT (this "Agreement") is entered into as of this 20th day of February, 2008, by and between First South Bank, a South Carolina-chartered bank (the "Bank"), and Barry L. Slider, an executive of the Bank (the "Executive"). This Agreement shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between the Bank and the Executive. WHEREAS, to encourage the Executive to remain a Bank employee, the Bank is willing to divide the death proceeds of a life insurance policy on the Executive's life, and WHEREAS, the Bank will pay life insurance premiums from its general assets. NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. ARTICLE 1 GENERAL DEFINITIONS Capitalized terms not otherwise defined in this Agreement are used herein as defined in the 2008 Salary Continuation Agreement between the Bank and the Executive. The following terms shall have the meanings specified. 1.1 "Administrator" means the administrator described in Article 7. 1.2 "Executive's Interest" means the benefit set forth in section 2.2. 1.3 "Insured" means the Executive. 1.4 "Insurer" means each life insurance carrier for which there is a Split Dollar Policy Endorsement attached to this Agreement. 1.5 "Net Death Proceeds" means the total death proceeds of the Policy minus the cash surrender value. 1.6 "Policy" means the specific life insurance policy or policies issued by the Insurer. 1.7 "Salary Continuation Agreement" means the 2008 Salary Continuation Agreement dated as of February 20, 2008, between the Bank and the Executive, as the same may hereafter be amended. 1.8 "Split Dollar Policy Endorsement" means the form required by the Administrator or the Insurer to indicate the Executive's interest, if any, in a Policy on the Executive's life.

ARTICLE 2 POLICY OWNERSHIP/INTERESTS 2.1 Bank Ownership. The Bank is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining death proceeds of the Policy after the Executive's interest is paid according to section 2.2 below. 2.2 Death Benefit. Provided the Executive's death occurs both before the Executive's Separation from Service and before the Executive attains age 65, at the Executive's death the Executive's beneficiary designated in

ARTICLE 2 POLICY OWNERSHIP/INTERESTS 2.1 Bank Ownership. The Bank is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Bank shall be the beneficiary of the remaining death proceeds of the Policy after the Executive's interest is paid according to section 2.2 below. 2.2 Death Benefit. Provided the Executive's death occurs both before the Executive's Separation from Service and before the Executive attains age 65, at the Executive's death the Executive's beneficiary designated in accordance with the Split Dollar Policy Endorsement shall be entitled to Policy proceeds in an amount equal to the lesser of (x) 100% of the Net Death Proceeds or (y) $1,988,360 (the lesser of the amounts specified in clauses (x) and (y) being referred to in this Agreement as the "Executive's Interest"). The Executive's Interest shall be extinguished at the earlier of the date of the Executive's Separation from Service or the date the Executive attains age 65, and the Executive's beneficiary shall be entitled to no benefits under this Agreement for the Executive's death occurring thereafter. The Executive shall have the right to designate the beneficiary of the Executive's Interest. 2.3 Option to Purchase. The Bank shall not sell, surrender, or transfer ownership of the Policy before the Executive's Separation from Service without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of 60 days. The purchase price shall be an amount equal to the Policy cash surrender value. The option to purchase the Policy shall lapse if not exercised within 60 days after the date the Bank gives written notice of the Bank's intention to sell, surrender, or transfer ownership of the Policy. This provision shall not impair the Bank's rights to terminate this Agreement. 2.4 Comparable Coverage. The Bank shall maintain the Policy in full force and effect. The Bank may not amend, terminate, or otherwise abrogate the Executive's interest in the Policy before the Executive's Separation from Service unless the Bank replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and executes a new split dollar agreement and endorsement for the comparable insurance policy. The Policy or any comparable policy shall be subject to claims of the Bank's creditors. 2.5 Internal Revenue Code Section 1035 Exchanges. The Executive recognizes and agrees that the Bank may after this Agreement is adopted wish to exchange the Policy of life insurance on the Executive's life for another contract of life insurance insuring the Executive's life. Provided that the Policy is replaced (or intended to be replaced) with a comparable policy of life insurance, the Executive agrees to provide medical information and cooperate with medical insurance-related testing required by a prospective insurer for implementing the Policy or, if necessary, for modifying or updating to a comparable insurer.

ARTICLE 3 PREMIUMS 3.1 Premium Payment. The Bank shall pay any premiums due on the Policy. 3.2 Economic Benefit. The Administrator shall annually determine the economic benefit attributable to the Executive based on the life insurance premium factor for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "life insurance premium factor" is the minimum factor applicable under guidance published pursuant to Treasury Reg. section 1.61-22(d)(3)(ii) or any subsequent authority. 3.3 Imputed Income. The Bank shall impute the economic benefit to the Executive on an annual basis by adding the economic benefit to the Executive's W-2, or if applicable, Form 1099. ARTICLE 4 ASSIGNMENT The Executive may irrevocably assign without consideration all of the Executive's interest in the Policy and in this Agreement to any person, entity, or trust established by the Executive or the Executive's spouse. If the Executive

ARTICLE 3 PREMIUMS 3.1 Premium Payment. The Bank shall pay any premiums due on the Policy. 3.2 Economic Benefit. The Administrator shall annually determine the economic benefit attributable to the Executive based on the life insurance premium factor for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "life insurance premium factor" is the minimum factor applicable under guidance published pursuant to Treasury Reg. section 1.61-22(d)(3)(ii) or any subsequent authority. 3.3 Imputed Income. The Bank shall impute the economic benefit to the Executive on an annual basis by adding the economic benefit to the Executive's W-2, or if applicable, Form 1099. ARTICLE 4 ASSIGNMENT The Executive may irrevocably assign without consideration all of the Executive's interest in the Policy and in this Agreement to any person, entity, or trust established by the Executive or the Executive's spouse. If the Executive transfers all of the Executive's interest in the Policy, all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in this Agreement. ARTICLE 5 INSURER The Insurer shall be bound by the terms of the Policy only. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits, and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement. ARTICLE 6 CLAIMS AND REVIEW PROCEDURES 6.1 Claims Procedure. Any person or entity who has not received benefits under this Agreement that he or she believes should be paid (the "claimant") shall make a claim for benefits as follows 6.1.1 Initiation - written claim. The claimant initiates a claim by submitting to the Administrator a written claim for benefits. If the claim relates to the contents of a notice received by the claimant, the claim must be made within 60 days after the notice was received by the claimant. All other claims must be made within 180 days after the date of the event that caused the claim to arise. The claim must state with particularity the determination desired by the claimant.

6.1.2 Timing of Administrator response. The Administrator shall respond to the claimant within 90 days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, before the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision. 6.1.3 Notice of decision. If the Administrator denies part or all of the claim, the Administrator shall notify the claimant in writing of the denial. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth (a) The specific reasons for the denial, (b) A reference to the specific provisions of this Agreement on which the denial is based, (c) A description of any additional information or material necessary for the claimant to perfect the claim and an

6.1.2 Timing of Administrator response. The Administrator shall respond to the claimant within 90 days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, before the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision. 6.1.3 Notice of decision. If the Administrator denies part or all of the claim, the Administrator shall notify the claimant in writing of the denial. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth (a) The specific reasons for the denial, (b) A reference to the specific provisions of this Agreement on which the denial is based, (c) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed, (d) An explanation of the Agreement's review procedures and the time limits applicable to such procedures, and (e) A statement of the claimant's right to bring a civil action under ERISA section 502(a) after an adverse benefit determination on review. 6.2 Review Procedure. If the Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Administrator of the denial, as follows 6.2.1 Initiation - written request. To initiate the review, the claimant must file with the Administrator a written request for review within 60 days after receiving the Administrator's notice of denial. 6.2.2 Additional submissions - information access. The claimant shall then have the opportunity to submit written comments, documents, records, and other information relating to the claim. Upon request and free of charge, the Administrator shall also provide the claimant reasonable access to and copies of all documents, records, and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits. 6.2.3 Considerations on review. In considering the review, the Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether the information was submitted or considered in the initial benefit determination.

6.2.4 Timing of Administrator response. The Administrator shall respond in writing to the claimant within 60 days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 60 days by notifying the claimant in writing before the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision. 6.2.5 Notice of decision. The Administrator shall notify the claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth (a) The specific reasons for the denial, (b) A reference to the specific provisions of the Agreement on which the denial is based, (c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits, and (d) A statement of the claimant's right to bring a civil action under ERISA section 502(a). ARTICLE 7 ADMINISTRATION OF AGREEMENT 7.1 Administrator Duties. This Agreement shall be administered by an Administrator, which shall consist of the

6.2.4 Timing of Administrator response. The Administrator shall respond in writing to the claimant within 60 days after receiving the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional 60 days by notifying the claimant in writing before the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Administrator expects to render its decision. 6.2.5 Notice of decision. The Administrator shall notify the claimant in writing of its decision on review. The Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth (a) The specific reasons for the denial, (b) A reference to the specific provisions of the Agreement on which the denial is based, (c) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits, and (d) A statement of the claimant's right to bring a civil action under ERISA section 502(a). ARTICLE 7 ADMINISTRATION OF AGREEMENT 7.1 Administrator Duties. This Agreement shall be administered by an Administrator, which shall consist of the Bank's board of directors or such committee as the board shall appoint. The Executive may not be a member of the Administrator. The Administrator shall have the discretion and authority to (x) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Agreement and (y) decide or resolve any and all questions that may arise, including interpretations of this Agreement. 7.2 Agents. In the administration of this Agreement, the Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Bank. 7.3 Binding Effect of Decisions. The decision or action of the Administrator about any question arising out of the administration, interpretation, and application of this Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. 7.4 Indemnity of Administrator. The Bank shall indemnify and hold harmless the members of the Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Administrator or any of its members.

7.5 Information. To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, death, or Separation from Service of the Executive, and such other pertinent information as the Administrator may reasonably require. ARTICLE 8 MISCELLANEOUS 8.1 Amendment and Termination of Agreement. This Agreement may be amended or terminated solely by a written agreement signed by the Bank and the Executive. However, this Agreement shall terminate upon the first to occur of (w) distribution of the death benefit proceeds in accordance with section 2.2 above, or (x) termination of the Salary Continuation Agreement under Article 5 of the Salary Continuation Agreement, or (y) the Executive's Separation from Service, or (z) the date the Executive attains age 65. 8.2 Binding Effect. This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators, and transferees, and any Policy beneficiary.

7.5 Information. To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on all matters relating to the date and circumstances of the retirement, death, or Separation from Service of the Executive, and such other pertinent information as the Administrator may reasonably require. ARTICLE 8 MISCELLANEOUS 8.1 Amendment and Termination of Agreement. This Agreement may be amended or terminated solely by a written agreement signed by the Bank and the Executive. However, this Agreement shall terminate upon the first to occur of (w) distribution of the death benefit proceeds in accordance with section 2.2 above, or (x) termination of the Salary Continuation Agreement under Article 5 of the Salary Continuation Agreement, or (y) the Executive's Separation from Service, or (z) the date the Executive attains age 65. 8.2 Binding Effect. This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators, and transferees, and any Policy beneficiary. 8.3 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Bank nor does it interfere with the Bank's right to discharge the Executive. It also does not require the Executive to remain an employee or interfere with the Executive's right to terminate employment at any time. 8.4 Successors; Binding Agreement. By an assumption agreement in form and substance satisfactory to the Executive, the Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Bank would be required to perform this Agreement had no succession occurred. 8.5 Applicable Law. This Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of South Carolina, except to the extent preempted by the laws of the United States of America. 8.6 Entire Agreement. This Agreement and the Salary Continuation Agreement constitute the entire agreement between the Bank and the Executive concerning the subject matter. No rights are granted to the Executive under this Agreement other than those specifically set forth. 8.7 Severability. If any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held invalid, and each such other provision shall continue in full force and effect to the full extent consistent with law. If any provision of this Agreement is held invalid in part, such invalidity shall not affect the remainder of the provision not held invalid, and the remainder of the provision together with all other provisions of this Agreement shall continue in full force and effect to the full extent consistent with law.

8.8 Headings. Headings and subheadings herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. 8.9 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Bank at the time of the delivery of such notice, and properly addressed to the Bank if addressed to the board of directors, First South Bank, 1450 John B. White Sr. Boulevard, Spartanburg, South Carolina 29306. IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Agreement as of the date first written above.

8.8 Headings. Headings and subheadings herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. 8.9 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Bank at the time of the delivery of such notice, and properly addressed to the Bank if addressed to the board of directors, First South Bank, 1450 John B. White Sr. Boulevard, Spartanburg, South Carolina 29306. IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Agreement as of the date first written above.
EXECUTIVE: ---------------------Barry L. Slider BANK: First South Bank By: -------------------------------

Its: ------------------------------

AGREEMENT TO COOPERATE WITH INSURANCE UNDERWRITING INCIDENT TO INTERNAL REVENUE CODE SECTION 1035 EXCHANGE I acknowledge that I have read the Endorsement Split Dollar Agreement and agree to be bound by its terms, particularly the covenant on my part set forth in section 2.5 of the Endorsement Split Dollar Agreement to provide medical information and cooperate with medical insurance-related testing required by an insurer to issue a comparable insurance policy to cover the benefit provided under this Endorsement Split Dollar Agreement.

Witness Barry L. Slider

SPLIT DOLLAR POLICY ENDORSEMENT
Insured: Insurer: Policy No.: Barry L. Slider New York Life Insurance Company 56312985

According to the terms of the First South Bank Endorsement Split Dollar Agreement dated as of February 20, 2008, the undersigned Owner requests that the above-referenced policy issued by the Insurer provide for the following beneficiary designation and limited contract ownership rights to the Insured: 1. Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, to the extent of the Owner's interest in the policy. It is hereby provided that the Insurer may rely solely upon a statement from the Owner concerning the amount of proceeds it is entitled to receive under this paragraph. 2. Any proceeds at the death of the Insured in excess of the amount paid under the provisions of the preceding paragraph shall be paid in one sum to: PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER

SPLIT DOLLAR POLICY ENDORSEMENT
Insured: Insurer: Policy No.: Barry L. Slider New York Life Insurance Company 56312985

According to the terms of the First South Bank Endorsement Split Dollar Agreement dated as of February 20, 2008, the undersigned Owner requests that the above-referenced policy issued by the Insurer provide for the following beneficiary designation and limited contract ownership rights to the Insured: 1. Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, to the extent of the Owner's interest in the policy. It is hereby provided that the Insurer may rely solely upon a statement from the Owner concerning the amount of proceeds it is entitled to receive under this paragraph. 2. Any proceeds at the death of the Insured in excess of the amount paid under the provisions of the preceding paragraph shall be paid in one sum to: PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER The exclusive rights to change the beneficiary for the proceeds payable under this paragraph and to assign all rights and interests granted under this paragraph are hereby granted to the Insured. The sole signature of the Insured shall be sufficient to exercise the rights. The Owner retains all contract rights not granted to the Insured under this paragraph. 3. It is agreed by the undersigned that this designation and limited assignment of rights shall be subject in all respects to the contractual terms of the policy. 4. Any payment directed by the Owner under this endorsement shall be a full discharge of the Insurer, and such discharge shall be binding on all parties claiming any interest under the policy. 5. This Split Dollar Policy Endorsement supersedes and replaces all prior endorsements of the Insured relating to the above-referenced policy issued by the Insurer. 6. The exercise by the Owner of the right to surrender the policy shall terminate the rights of the Insured. 7. The Owner of the policy is First South Bank. The Owner alone may exercise all policy rights, except that the Owner will not have the rights specified in paragraph 2 of this Split Dollar Policy Endorsement. The undersigned for the Owner is signing in a representative capacity and warrants that he or she has the authority to bind the entity on whose behalf this document is executed. Signed at ____________________________, South Carolina this ____ day of ____________________, 2008.
INSURED: OWNER: First South Bank

By: _________________________________ Barry L. Slider Its:

__________________________

__________________________

SPLIT DOLLAR POLICY ENDORSEMENT
Insured: Insurer: Policy No.: Barry L. Slider Lincoln National Life Insurance Company C0020285

According to the terms of the First South Bank Endorsement Split Dollar Agreement dated as of February 20, 2008, the undersigned Owner requests that the above-referenced policy issued by the Insurer provide for the following beneficiary designation and limited contract ownership rights to the Insured: 1. Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, to the extent of the Owner's interest in the policy. It is hereby provided that the Insurer may rely solely upon a statement from the Owner concerning the amount of proceeds it is entitled to receive under this paragraph. 2. Any proceeds at the death of the Insured in excess of the amount paid under the provisions of the preceding paragraph shall be paid in one sum to: PRIMARY BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER CONTINGENT BENEFICIARY, RELATIONSHIP/SOCIAL SECURITY NUMBER The exclusive rights to change the beneficiary for the proceeds payable under this paragraph and to assign all rights and interests granted under this paragraph are hereby granted to the Insured. The sole signature of the Insured shall be sufficient to exercise the rights. The Owner retains all contract rights not granted to the Insured under this paragraph. 3. It is agreed by the undersigned that this designation and limited assignment of rights shall be subject in all respects to the contractual terms of the policy. 4. Any payment directed by the Owner under this endorsement shall be a full discharge of the Insurer, and such discharge shall be binding on all parties claiming any interest under the policy. 5. This Split Dollar Policy Endorsement supersedes and replaces all prior endorsements of the Insured relating to the above-referenced policy issued by the Insurer. 6. The exercise by the Owner of the right to surrender the policy shall terminate the rights of the Insured. 7. The Owner of the policy is First South Bank. The Owner alone may exercise all policy rights, except that the Owner will not have the rights specified in paragraph 2 of this Split Dollar Policy Endorsement. The undersigned for the Owner is signing in a representative capacity and warrants that he or she has the authority to bind the entity on whose behalf this document is executed. Signed at __________________________, South Carolina this ______ day of __________________, 2008.
INSURED: OWNER: First South Bank

By: ___________________________ Barry L. Slider Its:

_________________________

_________________________

Exhibit 10.4.2 SOUTH CAROLINA SPLIT DOLLAR AGREEMENT SPARTANBURG COUNTY THIS AGREEMENT, made and entered into this 21st day of June, 1996, by and between First South Bank, (hereinafter referred to as the "Corporation"), a banking corporation organized and existing under the laws of South Carolina, and Barry Lee Slider, (hereinafter referred to as the "Employee"). WHEREAS, the Employee has performed his duties in an efficient and capable manner; and WHEREAS, the Corporation is desirous of retaining the services of the employee; and WHEREAS, the Corporation is desirous of assisting the Employee in paying for life insurance on his own life; and WHEREAS, the Corporation has determined that this assistance can best be provided under a "split-dollar" arrangement; and WHEREAS, the Employee has applied for, and is the owner and beneficiary of Insurance Policy No. S7-059365 (the "Policy") issued by Northwestern National Life Insurance Company in the face amount of $250,000; and WHEREAS, the Corporation and Employee agree to make said insurance policy subject to this split-dollar agreement; and WHEREAS, the Employee has assigned the Policy to the Corporation as collateral for amounts to be advanced by the Corporation under this agreement by an instrument of assignment, dated August 1, 1996 (the "Assignment"); and WHEREAS, it is now understood and agreed that this split-dollar agreement is to be effective as of the date on which the Policy was assigned to the Corporation; NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Definitions. For purposes of this agreement, the following terms will have the meanings set forth below: (a) "Cash Surrender Value of the Policy" will mean the Cash Value of the Policy; plus the cash value of any paidup additions; plus any dividend accumulations and unpaid dividends; and less any Policy Loan Balance. Page 1 of Six (6) Pages

(b) "Cash Value of the Policy" will mean the cash value as illustrated in the table of values shown in the Policy. (c) "Corporation's Interest in the Policy" will be as defined in Paragraph 6. (d) "Current Loan Value of the Policy" will mean the Loan Value of the Policy reduced by any outstanding Policy Loan Balance. (e) "Loan Value of the Policy" will mean the amount which the loan interest will equal the Cash Value of the Policy and of any paid-up additions on the next loan interest due date or on the next premium due date whichever is the smaller amount.

(b) "Cash Value of the Policy" will mean the cash value as illustrated in the table of values shown in the Policy. (c) "Corporation's Interest in the Policy" will be as defined in Paragraph 6. (d) "Current Loan Value of the Policy" will mean the Loan Value of the Policy reduced by any outstanding Policy Loan Balance. (e) "Loan Value of the Policy" will mean the amount which the loan interest will equal the Cash Value of the Policy and of any paid-up additions on the next loan interest due date or on the next premium due date whichever is the smaller amount. (f) "Policy Loan Balance" at any time will mean policy loans outstanding plus interest accrued to date. 2. Allocation of Premiums. The Employee will pay that portion of the annual premium due on the policy that is equal to the less of (a) the amount to the entire economic benefit (including any economic benefit attributable to the use of Policy dividends) that would be taxable to the Employee but for such payments, or (b) the amount of the premium due on the policy. The Corporation will pay the remainder of the premium. The economic benefit that would be taxable to the Employee will be computed in accordance with I.R.S. Revenue Rulings 64-328, 1964-2 C.B. 11 and 66-110, 1966-1 C.B. 12, as in effect on the effective date of this agreement. 3. Waiver of Premiums Rider. Upon written request by the Corporation, the Employee will add to the Policy a rider providing for the waiver of premiums in the event of his disability. Any additional premium attributable to such rider will be payable by the Corporation. 4. Payment of Premiums. Any premium or portion thereof which is payable by the Employee under any provision of this agreement may at the election of the Employee be deducted from the cash compensation otherwise payable to him and the Corporation agrees to transmit that premium or portion, along with any premium or portion thereof payable by it, to Northwestern National Life Insurance Company on or before the premium due date. 5. Application of Policy Dividends. All dividends attributable to the Policy will be applied to provide paid-up additional insurance. 6. Rights in the Policy. The Employee may exercise all rights, options and privileges of ownership in the Policy except those granted to the Corporation Page 2 of Six (6) Pages

in the Assignment. The Corporation will have those rights in the policy given to it in the Assignment except as hereinafter modified. The Corporation will not surrender the policy for cancellation except upon expiration of the thirty (30) day period described in Paragraph 9. The Corporation will not without the written consent of the Employee assign its rights in the Policy, other than for the purpose of obtaining a loan against the Policy, to anyone other than the Employee. The Corporation will not take any action in dealing with Northwestern National Life Insurance Company that would impair any right or interest of the Employee in the Policy. The Corporation will have the right to borrow from Northwestern National Life Insurance Company, and to secure that loan by the Policy, an amount which, together with the unpaid interest accrued thereon, will at no time exceed the less of (a) the Corporation's Interest in the Policy and (b) the Loan Value of the Policy. The Corporation's Interest in the Policy will be the liability of the Employee for which the Policy is held as collateral security under the Assignment. "Corporation's Interest in the Policy" will mean, at any time at which the value of such interest is to be determined under this agreement the total of premiums theretofore paid on the Policy by the Corporation (including premiums paid by loans charged automatically against the Policy but not including any premiums paid, by loan or otherwise, for any supplemental agreement or rider), reduced by the Policy Loan Balance, with respect to any loans made or charged automatically against the policy by the Corporation. In the event that the Corporation has paid additional premiums attributable to a rider providing for the waiver of premiums in the event of the Employee's disability, "premiums" as used in the preceding sentence will not include any premiums waived pursuant to the terms of such

in the Assignment. The Corporation will have those rights in the policy given to it in the Assignment except as hereinafter modified. The Corporation will not surrender the policy for cancellation except upon expiration of the thirty (30) day period described in Paragraph 9. The Corporation will not without the written consent of the Employee assign its rights in the Policy, other than for the purpose of obtaining a loan against the Policy, to anyone other than the Employee. The Corporation will not take any action in dealing with Northwestern National Life Insurance Company that would impair any right or interest of the Employee in the Policy. The Corporation will have the right to borrow from Northwestern National Life Insurance Company, and to secure that loan by the Policy, an amount which, together with the unpaid interest accrued thereon, will at no time exceed the less of (a) the Corporation's Interest in the Policy and (b) the Loan Value of the Policy. The Corporation's Interest in the Policy will be the liability of the Employee for which the Policy is held as collateral security under the Assignment. "Corporation's Interest in the Policy" will mean, at any time at which the value of such interest is to be determined under this agreement the total of premiums theretofore paid on the Policy by the Corporation (including premiums paid by loans charged automatically against the Policy but not including any premiums paid, by loan or otherwise, for any supplemental agreement or rider), reduced by the Policy Loan Balance, with respect to any loans made or charged automatically against the policy by the Corporation. In the event that the Corporation has paid additional premiums attributable to a rider providing for the waiver of premiums in the event of the Employee's disability, "premiums" as used in the preceding sentence will not include any premiums waived pursuant to the terms of such rider while this agreement is in force. 7. Rights to the Proceeds at Death. Upon the death of the Employee while this agreement is in force, the proceeds of the Policy will be payable as follows: (a) Part shall be payable to the Employer; this part shall be equal to the aggregate amount of the interest free loans made by the Employee pursuant to this Agreement, less any Policy or premium loans or other indebtedness secured by the Policy, (b) The entire balance of the proceeds in excess of the part payable under 7(a) above shall be payable to the beneficiary of the Policy. 8. Termination of Agreement. This agreement may be terminated at any time while the Insured is living by written notice thereof by either the Corporation or the Employee to the other; and, in any event, this agreement will terminate upon termination of the Employee's employment. Page 3 of Six (6) Pages

9. Employee Rights Upon Termination. The employee will, for the thirty (30) days immediately following the date on which termination occurs, have the right to obtain a release of the Assignment by paying to the Corporation an amount equal to the Corporation's Interest In The Policy. Upon such payment the Corporation will release its interest in the Policy to the Employee, Alternatively, at the election of the Employee prior to the expiration of said thirty (30) day period and upon the payment by him of the excess, if any, of the Corporation's Interest In The Policy over the Current Loan Value of the Policy, the Corporation will make a collateral policy loan from the Insurance Company in the amount of the Current Loan Value of the Policy, or in the amount of the Corporation's Interest In The Policy, if less, and release its interest in the Policy to the Employee. Upon release by the Corporation of all of its interest in the Policy, the Employee will thereafter own the policy free from the Assignment and from this Agreement but subject to any Policy loans and interest thereon. If the Employee fails to make either the payment or the election (and payment, if any) provided for in this Paragraph, the Employee agrees to transfer all of his right, title and interest in the Policy to the Corporation, by executing such documents as are necessary to transfer such right, title and interest to the Corporation as of the date of termination. The Corporation will thereafter be able to deal with the Policy in any way that it may see fit. 10. Status of Agreement vs. Collateral Assignment. As between the Employee and the Corporation, this Agreement will take precedence over any provisions of the Assignment. The Corporation agrees not to exercise any right possessed by it under the Assignment except in conformity with this Agreement. 11. Satisfaction of Claim. The Employee rights and interest, and rights and interest of any persons taking under or through him, will be completely satisfied upon compliance by the Corporation with the provisions of this Agreement. 12. Amendment and Assignment. This Agreement may be altered, amended or modified, including the addition of

9. Employee Rights Upon Termination. The employee will, for the thirty (30) days immediately following the date on which termination occurs, have the right to obtain a release of the Assignment by paying to the Corporation an amount equal to the Corporation's Interest In The Policy. Upon such payment the Corporation will release its interest in the Policy to the Employee, Alternatively, at the election of the Employee prior to the expiration of said thirty (30) day period and upon the payment by him of the excess, if any, of the Corporation's Interest In The Policy over the Current Loan Value of the Policy, the Corporation will make a collateral policy loan from the Insurance Company in the amount of the Current Loan Value of the Policy, or in the amount of the Corporation's Interest In The Policy, if less, and release its interest in the Policy to the Employee. Upon release by the Corporation of all of its interest in the Policy, the Employee will thereafter own the policy free from the Assignment and from this Agreement but subject to any Policy loans and interest thereon. If the Employee fails to make either the payment or the election (and payment, if any) provided for in this Paragraph, the Employee agrees to transfer all of his right, title and interest in the Policy to the Corporation, by executing such documents as are necessary to transfer such right, title and interest to the Corporation as of the date of termination. The Corporation will thereafter be able to deal with the Policy in any way that it may see fit. 10. Status of Agreement vs. Collateral Assignment. As between the Employee and the Corporation, this Agreement will take precedence over any provisions of the Assignment. The Corporation agrees not to exercise any right possessed by it under the Assignment except in conformity with this Agreement. 11. Satisfaction of Claim. The Employee rights and interest, and rights and interest of any persons taking under or through him, will be completely satisfied upon compliance by the Corporation with the provisions of this Agreement. 12. Amendment and Assignment. This Agreement may be altered, amended or modified, including the addition of any extra policy provisions, only by a written instrument signed by the Corporation and the Employee. Either party may, subject to the limitations of Paragraph 6, assign its interest and obligations under this Agreement, provided, however, that any assignment will be subject to the terms of this Agreement. 13. Possession of Policy. The Corporation will keep possession of the Policy. The Corporation agrees from time to time to make the Policy available to Page 4 of Six (6) Pages

the Employee or to Northwestern National Life Insurance Company for the purpose of endorsing or filing any change of beneficiary on the Policy but the Policy will promptly be returned to the Corporation. 14. Governing Laws. This Agreement sets forth the entire Agreement of the parties hereto, and any and all prior agreements, to the extent inconsistent herewith, are hereby superseded. This Agreement will be governed by the laws of the State of South Carolina. 15. Interpretation. Where appropriate in this Agreement, words used in the singular will include the plural and words used in the masculine will include the feminine. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the Corporation by its duly authorized officer, on the day and year first above written.
s/ Barry Lee Slider (SEAL) ---------------------------Barry Lee Slider

FIRST SOUTH BANK By: Roger Habisreutinger Chairman of the Board of Directors

the Employee or to Northwestern National Life Insurance Company for the purpose of endorsing or filing any change of beneficiary on the Policy but the Policy will promptly be returned to the Corporation. 14. Governing Laws. This Agreement sets forth the entire Agreement of the parties hereto, and any and all prior agreements, to the extent inconsistent herewith, are hereby superseded. This Agreement will be governed by the laws of the State of South Carolina. 15. Interpretation. Where appropriate in this Agreement, words used in the singular will include the plural and words used in the masculine will include the feminine. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the Corporation by its duly authorized officer, on the day and year first above written.
s/ Barry Lee Slider (SEAL) ---------------------------Barry Lee Slider

FIRST SOUTH BANK By: Roger Habisreutinger Chairman of the Board of Directors ATTEST:
s/ V. Lewis Shuler ---------------------------------Secretary

Page 5 of Six (6) Pages

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG I, a Notary Public of the County and State aforesaid, certify that Barry Lee Slider personally appeared before me this day and acknowledged the execution of the foregoing instrument. WITNESS my hand and official stamp or seal, this 21st day of June, 1996.
My Commission Expires: 5/22/2001 --------s/ Jean P. Ellison -------------------------Notary Public

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG I, a Notary Public of the County and State aforesaid, certify that V. Lewis Shuler personally appeared before me this day and acknowledged that he is Secretary of First South Bank and that by authority duly given and as the act of the Corporation, the foregoing instrument was signed in its name by the Chairman of its Board of Directors, sealed with its corporate seal and attested by him as its Secretary. WITNESS my hand and official stamp or seal, this 21st day of June, 1996.
My Commission Expires: 5/22/2001 --------s/ Jean P. Ellison --------------------------

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG I, a Notary Public of the County and State aforesaid, certify that Barry Lee Slider personally appeared before me this day and acknowledged the execution of the foregoing instrument. WITNESS my hand and official stamp or seal, this 21st day of June, 1996.
My Commission Expires: 5/22/2001 --------s/ Jean P. Ellison -------------------------Notary Public

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG I, a Notary Public of the County and State aforesaid, certify that V. Lewis Shuler personally appeared before me this day and acknowledged that he is Secretary of First South Bank and that by authority duly given and as the act of the Corporation, the foregoing instrument was signed in its name by the Chairman of its Board of Directors, sealed with its corporate seal and attested by him as its Secretary. WITNESS my hand and official stamp or seal, this 21st day of June, 1996.
My Commission Expires: 5/22/2001 --------s/ Jean P. Ellison -------------------------Notary Public

Page 6 of Six (6) Pages

SPLIT DOLLAR LIFE INSURANCE POLICY ENDORSEMENT FORM NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY MINNEAPOLIS, MINNESOTA This endorsement shall apply to the insurance on the life of Barry Slider under policy # S7-059-365 Northwestern National Life Insurance Company agrees to pay the entire net proceeds to the designated beneficiaries, if said policy becomes a claim by reason of death of the Insured, in the following manner: The net proceeds shall be allocated into Parts A and B as follows: Part A shall consist of the portion of the proceeds equal to the sum of the total premium paid from the date of this Policy to the date to which premiums are paid following the Insured's death, less any net indebtedness to First South. Part B shall consist of the balance, if any, of the proceeds payable in a single sum to Dorthy L. Slider ( Employee's Beneficiary )
Dated this 20 day of June, 1996 At Spartanburg, South Carolina Barry L. Slider ------------------Employee First South Bank -----------------------Employer By s/ V. Lewis Shuler ---------------------Its EVP/Sec. & Treasurer

SPLIT DOLLAR LIFE INSURANCE POLICY ENDORSEMENT FORM NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY MINNEAPOLIS, MINNESOTA This endorsement shall apply to the insurance on the life of Barry Slider under policy # S7-059-365 Northwestern National Life Insurance Company agrees to pay the entire net proceeds to the designated beneficiaries, if said policy becomes a claim by reason of death of the Insured, in the following manner: The net proceeds shall be allocated into Parts A and B as follows: Part A shall consist of the portion of the proceeds equal to the sum of the total premium paid from the date of this Policy to the date to which premiums are paid following the Insured's death, less any net indebtedness to First South. Part B shall consist of the balance, if any, of the proceeds payable in a single sum to Dorthy L. Slider ( Employee's Beneficiary )
Dated this 20 day of June, 1996 At Spartanburg, South Carolina Barry L. Slider ------------------Employee First South Bank -----------------------Employer By s/ V. Lewis Shuler ---------------------Its EVP/Sec. & Treasurer

This policy endorsement has been received by Northwestern National Life Insurance Company at its Home Office and made a part of the above described policy on __, 19________. This policy endorsement revokes any prior endorsements applicable to the above described policy.

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG

) ) )

FIRST AMENDMENT TO SPLIT DOLLAR AGREEMENT

WHEREAS, FIRST SOUTH BANK, a bank organized and existing under the laws of the State of South Carolina (the "Corporation") and BARRY L. SLIDER (the "Employee") entered into a Split Dollar Agreement (the "Agreement") on June 21, 1996; and WHEREAS, Corporation and Employee reserved the right to amend said Agreement in Paragraph 12 thereof; and WHEREAS, Corporation and Employee desire to amend said Agreement. NOW, THEREFORE, Corporation and Employee hereto agree as follows: (1) Corporation and Employee hereby amend said Agreement by deleting Paragraph 7 therefrom in its entirety and substituting in lieu thereof the following: 7. Rights to the Proceeds at Death. Upon the death of the Employee while this agreement is in force, the proceeds of the Policy will be payable as follows: (a) Part shall be payable to the Corporation; this part shall be equal to the aggregate amount of the interest free loans made by the Corporation pursuant to this Agreement, less

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG

) ) )

FIRST AMENDMENT TO SPLIT DOLLAR AGREEMENT

WHEREAS, FIRST SOUTH BANK, a bank organized and existing under the laws of the State of South Carolina (the "Corporation") and BARRY L. SLIDER (the "Employee") entered into a Split Dollar Agreement (the "Agreement") on June 21, 1996; and WHEREAS, Corporation and Employee reserved the right to amend said Agreement in Paragraph 12 thereof; and WHEREAS, Corporation and Employee desire to amend said Agreement. NOW, THEREFORE, Corporation and Employee hereto agree as follows: (1) Corporation and Employee hereby amend said Agreement by deleting Paragraph 7 therefrom in its entirety and substituting in lieu thereof the following: 7. Rights to the Proceeds at Death. Upon the death of the Employee while this agreement is in force, the proceeds of the Policy will be payable as follows: (a) Part shall be payable to the Corporation; this part shall be equal to the aggregate amount of the interest free loans made by the Corporation pursuant to this Agreement, less any Policy or premium loans or other indebtedness secured by the Policy. (b) The entire balance of the proceeds in excess of the part payable under 7(a) above shall be payable to the beneficiary of the Policy. (2) Corporation and Employee hereby amend said Agreement by adding a new section at the end thereof, designated Paragraph 16 to read as follows: 16. ERISA. (a) The President of Corporation is hereby designated the named fiduciary until resignation or removal. The named fiduciary shall be responsible for the management, control and

administration of the split dollar plan as established herein. The named fiduciary-may delegate to others certain aspects of the management and operation responsibilities of the plan, including the employment of advisors and the delegation of any ministerial duties to qualified individuals. (b) The funding policy for the split dollar plan shall be to maintain the insurance policy in force by paying, when due, all premiums required. (c) Claim forms or claim information as to the insurance policy can be obtained by contacting Corporation. (d) When the named fiduciary has a claim which may be covered under the provisions described in the insurance policy, the named fiduciary should contact Corporation, who will either complete a claim form and forward it to an authorized representative of the insurance company or advise the named fiduciary what further requirements are necessary. The insurance company will evaluate the claim and make a decision as to payment within ninety (90) days of the date the claim is received by them. In the event that a claim is not eligible under the policy, the insurance company will notify the named fiduciary of the denial. Such notification will be made in writing, within ninety (90) days of the date the claim is received, and will be transmitted through the office of Corporation. The notification will include the specific reasons for the denial, as well as specific reference to the policy provisions upon which the denial is based. The named fiduciary will also be informed as to the steps which may be taken to have the claim denial reviewed. A decision as to the validity of a claim will ordinarily be made within ten (10) working days of the date the claim is received by the insurance company. Occasionally, however, certain questions may prevent the insurance

administration of the split dollar plan as established herein. The named fiduciary-may delegate to others certain aspects of the management and operation responsibilities of the plan, including the employment of advisors and the delegation of any ministerial duties to qualified individuals. (b) The funding policy for the split dollar plan shall be to maintain the insurance policy in force by paying, when due, all premiums required. (c) Claim forms or claim information as to the insurance policy can be obtained by contacting Corporation. (d) When the named fiduciary has a claim which may be covered under the provisions described in the insurance policy, the named fiduciary should contact Corporation, who will either complete a claim form and forward it to an authorized representative of the insurance company or advise the named fiduciary what further requirements are necessary. The insurance company will evaluate the claim and make a decision as to payment within ninety (90) days of the date the claim is received by them. In the event that a claim is not eligible under the policy, the insurance company will notify the named fiduciary of the denial. Such notification will be made in writing, within ninety (90) days of the date the claim is received, and will be transmitted through the office of Corporation. The notification will include the specific reasons for the denial, as well as specific reference to the policy provisions upon which the denial is based. The named fiduciary will also be informed as to the steps which may be taken to have the claim denial reviewed. A decision as to the validity of a claim will ordinarily be made within ten (10) working days of the date the claim is received by the insurance company. Occasionally, however, certain questions may prevent the insurance company from rendering a decision on the validity of the claim within the specific ninety (90) day period. If this occurs, the named fiduciary will be notified of the reasons for the delay, as well as the anticipated length of the delay, in writing and through Corporation. If further information or other material is required, the named fiduciary will be so informed. If the named fiduciary is dissatisfied with the denial of the claim, or the amount paid, the named fiduciary has sixty (60) days from the date the named fiduciary receives notice of a claim denial to file objections to the action

taken by the insurance company. If the named fiduciary wishes to contest a claim denial, the named fiduciary should notify Corporation, who will assist in making inquiry to the insurance company. All objections to insurance company's actions should be in writing and submitted to Corporation for transmittal to the insurance company. The insurance company will review the claim denial and render a decision on the claim denial. The named fiduciary will be informed in writing of the decision of the insurance company within sixty (60) days of the date of the claim review request is received by the insurance company. This decision will be final. Once a decision has been rendered as to the distribution of proceeds under the claim procedure described above as to the policy, claims for any benefits due under this Agreement or the surrender of the policy may be made in writing by Employee to the named fiduciary. In the event a claim for benefits is wholly or partly denied or disputed, the named fiduciary shall within a reasonable period of time, after receipt of the claim, notify Employee of such total or partial denial or dispute listing: (i) The specific reasons for the denial or dispute; (ii) Specific reference to pertinent plan provisions upon which the denial or dispute is based; (iii) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) An explanation of the plan's review procedure. Within sixty (60) days of denial or notice of claim under the plan, a claimant may request that the claim be reviewed by the named fiduciary in a full and fair hearing. A final

taken by the insurance company. If the named fiduciary wishes to contest a claim denial, the named fiduciary should notify Corporation, who will assist in making inquiry to the insurance company. All objections to insurance company's actions should be in writing and submitted to Corporation for transmittal to the insurance company. The insurance company will review the claim denial and render a decision on the claim denial. The named fiduciary will be informed in writing of the decision of the insurance company within sixty (60) days of the date of the claim review request is received by the insurance company. This decision will be final. Once a decision has been rendered as to the distribution of proceeds under the claim procedure described above as to the policy, claims for any benefits due under this Agreement or the surrender of the policy may be made in writing by Employee to the named fiduciary. In the event a claim for benefits is wholly or partly denied or disputed, the named fiduciary shall within a reasonable period of time, after receipt of the claim, notify Employee of such total or partial denial or dispute listing: (i) The specific reasons for the denial or dispute; (ii) Specific reference to pertinent plan provisions upon which the denial or dispute is based; (iii) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) An explanation of the plan's review procedure. Within sixty (60) days of denial or notice of claim under the plan, a claimant may request that the claim be reviewed by the named fiduciary in a full and fair hearing. A final decision shall be rendered by the named fiduciary within sixty (60) days after receipt of request for review. (3) Ratification. As amended by this First Amendment, Corporation and Employee hereby confirm, ratify and republish said Split Dollar Agreement dated June 21, 1996.

IN WITNESS WHEREOF, Corporation, by its duly authorized officer, and Employee hereto have signed this First Amendment to Split Dollar Agreement this 3rd day of June 1999. Witness: FIRST SOUTH BANK
s/ Jean P. Ellison --------------------------s/ Melissa K. Littlefield s/ Jean P. Ellison --------------------------s/ Melissa K. Littlefield --------------------------BY: Its: s/ V. Lewis Shuler --------------------------Executive Vice President s/ Barry L. Slider --------------------------BARRY L. SLIDER

THIS ATTACHMENT TO THE BELOW REFERENCED SPLIT DOLLAR LIFE INSURANCE POLICY PROVIDES INSTRUCTIONS REGARDING THE PAYMENT OF BENEFITS TO THE BANK AND THE BENEFICIARY NAMED IN THE POLICY. INCLUDED WITH THIS ATTACHMENT IS A PHOTOCOPY OF A PORTION OF THE BANK'S JANUARY 19, 2005, BOARD OF DIRECTORS MEETING MINUTES. THOSE MINUTES RECORDED THE BOARD'S APPROVAL OF THE METHOD OF PREMIUM PAYMENTS ADOPTED BY THE BANK SUBSEQUEST TO THE SEC/IRS RULINGS IN 2002 WHICH CHANGED HOW PREMIUMS PAID ON SPLIT DOLLAR LIFE INSURANCE POLICIES OF EXECUTIVE OFFICERS WOULD BE VIEWED. PRIOR TO THIS CHANGE, THE

IN WITNESS WHEREOF, Corporation, by its duly authorized officer, and Employee hereto have signed this First Amendment to Split Dollar Agreement this 3rd day of June 1999. Witness: FIRST SOUTH BANK
s/ Jean P. Ellison --------------------------s/ Melissa K. Littlefield s/ Jean P. Ellison --------------------------s/ Melissa K. Littlefield --------------------------BY: Its: s/ V. Lewis Shuler --------------------------Executive Vice President s/ Barry L. Slider --------------------------BARRY L. SLIDER

THIS ATTACHMENT TO THE BELOW REFERENCED SPLIT DOLLAR LIFE INSURANCE POLICY PROVIDES INSTRUCTIONS REGARDING THE PAYMENT OF BENEFITS TO THE BANK AND THE BENEFICIARY NAMED IN THE POLICY. INCLUDED WITH THIS ATTACHMENT IS A PHOTOCOPY OF A PORTION OF THE BANK'S JANUARY 19, 2005, BOARD OF DIRECTORS MEETING MINUTES. THOSE MINUTES RECORDED THE BOARD'S APPROVAL OF THE METHOD OF PREMIUM PAYMENTS ADOPTED BY THE BANK SUBSEQUEST TO THE SEC/IRS RULINGS IN 2002 WHICH CHANGED HOW PREMIUMS PAID ON SPLIT DOLLAR LIFE INSURANCE POLICIES OF EXECUTIVE OFFICERS WOULD BE VIEWED. PRIOR TO THIS CHANGE, THE BANK HAD PAID THE ANNUAL PREMIUMS UNDER AN AGREEMENT THAT UPON THE DEATH OF THE INSURED, THE BANK WOULD RECOVER THE PREMIUMS IT HAD PAID FROM DEATH BENEFIT PROCEEDS. SINCE THE REGULATORY CHANGES, IN ESSENCE, GRANDFATHERED THE ACCOUNTING TREATMENT OF BANK-PAID PREMIUMS PRIOR THE ANNOUNCED CHANGE, THERE REMAIN PREMIUM PAID AMOUNTS CARRIED AS OTHER ASSETS ON THE BANKS BALANCE SHEET. BARRY L. SLIDER RELIASTAR/ ING Policy # 7059365 INSURANCE FACE AMOUNT $250,000 THE BANK PAID ANNUAL PREMIUMS OF $3,750 FOR THE YEARS 1996 THROUGH 2002, SEVEN YEARS, FOR A TOTAL OF $26,250. THIS AMOUNT IS TO BE DEDUCTED FROM THE TOTAL DEATH BENEFIT PAID BY THE INSURANCE COMPANY TO REIMBURSE THE BANK. THE REMAINING PORTION OF THE DEATH BENEFIT PAID BY THE INSURANCE COMPANY WILL BE PAID TO THE NAMED POLICY BENEFICIARY.
S/ V. Lewis Shuler --------------------------V. Lewis Shuler, EVP & CFO

This attachment to the ING / Reliastar Insurance Company Policy, Policy # S7-059 - 365, and the associated split dollar agreement, is for information purposes only. It is not intended to alter, amend, or in any manner change any provision in either the policy or agreement. In the event of my death and upon payment of the death benefit as provided in the policy referenced above, an amount of $26,250 is to be deducted from the benefit payment proceeds to reimburse First South Bank for the total of the seven annual premiums it paid for the years 1996 through 2002. The remaining balance of the policy's death benefit is to be paid to the beneficiary and/or beneficiaries as named in the policy.

THIS ATTACHMENT TO THE BELOW REFERENCED SPLIT DOLLAR LIFE INSURANCE POLICY PROVIDES INSTRUCTIONS REGARDING THE PAYMENT OF BENEFITS TO THE BANK AND THE BENEFICIARY NAMED IN THE POLICY. INCLUDED WITH THIS ATTACHMENT IS A PHOTOCOPY OF A PORTION OF THE BANK'S JANUARY 19, 2005, BOARD OF DIRECTORS MEETING MINUTES. THOSE MINUTES RECORDED THE BOARD'S APPROVAL OF THE METHOD OF PREMIUM PAYMENTS ADOPTED BY THE BANK SUBSEQUEST TO THE SEC/IRS RULINGS IN 2002 WHICH CHANGED HOW PREMIUMS PAID ON SPLIT DOLLAR LIFE INSURANCE POLICIES OF EXECUTIVE OFFICERS WOULD BE VIEWED. PRIOR TO THIS CHANGE, THE BANK HAD PAID THE ANNUAL PREMIUMS UNDER AN AGREEMENT THAT UPON THE DEATH OF THE INSURED, THE BANK WOULD RECOVER THE PREMIUMS IT HAD PAID FROM DEATH BENEFIT PROCEEDS. SINCE THE REGULATORY CHANGES, IN ESSENCE, GRANDFATHERED THE ACCOUNTING TREATMENT OF BANK-PAID PREMIUMS PRIOR THE ANNOUNCED CHANGE, THERE REMAIN PREMIUM PAID AMOUNTS CARRIED AS OTHER ASSETS ON THE BANKS BALANCE SHEET. BARRY L. SLIDER RELIASTAR/ ING Policy # 7059365 INSURANCE FACE AMOUNT $250,000 THE BANK PAID ANNUAL PREMIUMS OF $3,750 FOR THE YEARS 1996 THROUGH 2002, SEVEN YEARS, FOR A TOTAL OF $26,250. THIS AMOUNT IS TO BE DEDUCTED FROM THE TOTAL DEATH BENEFIT PAID BY THE INSURANCE COMPANY TO REIMBURSE THE BANK. THE REMAINING PORTION OF THE DEATH BENEFIT PAID BY THE INSURANCE COMPANY WILL BE PAID TO THE NAMED POLICY BENEFICIARY.
S/ V. Lewis Shuler --------------------------V. Lewis Shuler, EVP & CFO

This attachment to the ING / Reliastar Insurance Company Policy, Policy # S7-059 - 365, and the associated split dollar agreement, is for information purposes only. It is not intended to alter, amend, or in any manner change any provision in either the policy or agreement. In the event of my death and upon payment of the death benefit as provided in the policy referenced above, an amount of $26,250 is to be deducted from the benefit payment proceeds to reimburse First South Bank for the total of the seven annual premiums it paid for the years 1996 through 2002. The remaining balance of the policy's death benefit is to be paid to the beneficiary and/or beneficiaries as named in the policy.
s/ Barry L. Slider -----------------Barry L. Slider

Exhibit 10.4.3 SPLIT DOLLAR AGREEMENT SOUTH CAROLINA SPARTANBURG COUNTY THIS AGREEMENT, made and entered into this 21st day of June, 1996, by and between First South Bank, (hereinafter referred to as the "Corporation"), a banking corporation organized and existing under the laws of South Carolina, and Verlin Lewis Shuler, (hereinafter referred to as the "Employee"). WHEREAS, the Employee has performed his duties in an efficient and capable manner; and

This attachment to the ING / Reliastar Insurance Company Policy, Policy # S7-059 - 365, and the associated split dollar agreement, is for information purposes only. It is not intended to alter, amend, or in any manner change any provision in either the policy or agreement. In the event of my death and upon payment of the death benefit as provided in the policy referenced above, an amount of $26,250 is to be deducted from the benefit payment proceeds to reimburse First South Bank for the total of the seven annual premiums it paid for the years 1996 through 2002. The remaining balance of the policy's death benefit is to be paid to the beneficiary and/or beneficiaries as named in the policy.
s/ Barry L. Slider -----------------Barry L. Slider

Exhibit 10.4.3 SPLIT DOLLAR AGREEMENT SOUTH CAROLINA SPARTANBURG COUNTY THIS AGREEMENT, made and entered into this 21st day of June, 1996, by and between First South Bank, (hereinafter referred to as the "Corporation"), a banking corporation organized and existing under the laws of South Carolina, and Verlin Lewis Shuler, (hereinafter referred to as the "Employee"). WHEREAS, the Employee has performed his duties in an efficient and capable manner; and WHEREAS, the Corporation is desirous of retaining the services of the employee; and WHEREAS, the Corporation is desirous of assisting the Employee in paying for life insurance on his own life; and WHEREAS, the Corporation has determined that this assistance can best be provided under a "split-dollar" arrangement; and WHEREAS, the Employee has applied for, and is the owner and beneficiary of Insurance Policy No. S7-059369 (the "Policy") issued by Northwestern National Life Insurance Company in the face amount of $100,000; and WHEREAS, the Corporation and Employee agree to make said insurance policy subject to this split-dollar agreement; and WHEREAS, the Employee has assigned the Policy to the Corporation as collateral for amounts to be advanced by the Corporation under this agreement by an instrument of assignment, dated June 7, 1996 (the "Assignment"); and WHEREAS, it is now understood and agreed that this split-dollar agreement is to be effective as of the date on which the Policy was assigned to the Corporation; NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Definitions. For purposes of this agreement, the following terms will have the meanings set forth below: (a) "Cash Surrender Value of the Policy" will mean the Cash Value of the Policy; plus the cash value of any paidup additions; plus any dividend accumulations and unpaid dividends; and less any Policy Loan Balance. Page 1 of Six (6) Pages

Exhibit 10.4.3 SPLIT DOLLAR AGREEMENT SOUTH CAROLINA SPARTANBURG COUNTY THIS AGREEMENT, made and entered into this 21st day of June, 1996, by and between First South Bank, (hereinafter referred to as the "Corporation"), a banking corporation organized and existing under the laws of South Carolina, and Verlin Lewis Shuler, (hereinafter referred to as the "Employee"). WHEREAS, the Employee has performed his duties in an efficient and capable manner; and WHEREAS, the Corporation is desirous of retaining the services of the employee; and WHEREAS, the Corporation is desirous of assisting the Employee in paying for life insurance on his own life; and WHEREAS, the Corporation has determined that this assistance can best be provided under a "split-dollar" arrangement; and WHEREAS, the Employee has applied for, and is the owner and beneficiary of Insurance Policy No. S7-059369 (the "Policy") issued by Northwestern National Life Insurance Company in the face amount of $100,000; and WHEREAS, the Corporation and Employee agree to make said insurance policy subject to this split-dollar agreement; and WHEREAS, the Employee has assigned the Policy to the Corporation as collateral for amounts to be advanced by the Corporation under this agreement by an instrument of assignment, dated June 7, 1996 (the "Assignment"); and WHEREAS, it is now understood and agreed that this split-dollar agreement is to be effective as of the date on which the Policy was assigned to the Corporation; NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Definitions. For purposes of this agreement, the following terms will have the meanings set forth below: (a) "Cash Surrender Value of the Policy" will mean the Cash Value of the Policy; plus the cash value of any paidup additions; plus any dividend accumulations and unpaid dividends; and less any Policy Loan Balance. Page 1 of Six (6) Pages

(b) "Cash Value of the Policy" will mean the cash value as illustrated in the table of values shown in the Policy. (c) "Corporation's Interest in the Policy" will be as defined in Paragraph 6. (d) "Current Loan Value of the Policy" will mean the Loan Value of the Policy reduced by any outstanding Policy Loan Balance. (e) "Loan Value of the Policy" will mean the amount which the loan interest will equal the Cash Value of the Policy and of any paid-up additions on the next loan interest due date or on the next premium due date whichever is the smaller amount. (f) "Policy Loan Balance" at any time will mean policy loans outstanding plus interest accrued to date. 2. Allocation of Premiums. The Employee will pay that portion of the annual premium due on the policy that is equal to the less of (a) the amount to the entire economic benefit (including any economic benefit attributable to the use of Policy dividends) that would be taxable to the Employee but for such payments, or (b) the amount of

(b) "Cash Value of the Policy" will mean the cash value as illustrated in the table of values shown in the Policy. (c) "Corporation's Interest in the Policy" will be as defined in Paragraph 6. (d) "Current Loan Value of the Policy" will mean the Loan Value of the Policy reduced by any outstanding Policy Loan Balance. (e) "Loan Value of the Policy" will mean the amount which the loan interest will equal the Cash Value of the Policy and of any paid-up additions on the next loan interest due date or on the next premium due date whichever is the smaller amount. (f) "Policy Loan Balance" at any time will mean policy loans outstanding plus interest accrued to date. 2. Allocation of Premiums. The Employee will pay that portion of the annual premium due on the policy that is equal to the less of (a) the amount to the entire economic benefit (including any economic benefit attributable to the use of Policy dividends) that would be taxable to the Employee but for such payments, or (b) the amount of the premium due on the policy. The Corporation will pay the remainder of the premium. The economic benefit that would be taxable to the Employee will be computed in accordance with I.R.S. Revenue Rulings 64-328, 1964-2 C.B. 11 and 66-110, 1966-1 C.B. 12, as in effect on the effective date of this agreement. 3. Waiver of Premiums Rider. Upon written request by the Corporation, the Employee will add to the Policy a rider providing for the waiver of premiums in the event of his disability. Any additional premium attributable to such rider will be payable by the Corporation. 4. Payment of Premiums. Any premium or portion thereof which is payable by the Employee under any provision of this agreement may at the election of the Employee be deducted from the cash compensation otherwise payable to him and the Corporation agrees to transmit that premium or portion, along with any premium or portion thereof payable by it, to Northwestern National Life Insurance Company on or before the premium due date. 5. Application of Policy Dividends. All dividends attributable to the Policy will be applied to provide paid-up additional insurance. 6. Rights in the Policy. The Employee may exercise all rights, options and privileges of ownership in the Policy except those granted to the Corporation Page 2 of Six (6) Pages

in the Assignment. The Corporation will have those rights in the policy given to it in the Assignment except as hereinafter modified. The Corporation will not surrender the policy for cancellation except upon expiration of the thirty (30) day period described in Paragraph 9. The Corporation will not without the written consent of the Employee assign its rights in the Policy, other than for the purpose of obtaining a loan against the Policy, to anyone other than the Employee. The Corporation will not take any action in dealing with Northwestern National Life Insurance Company that would impair any right or interest of the Employee in the Policy. The Corporation will have the right to borrow from Northwestern National Life Insurance Company, and to secure that loan by the Policy, an amount which, together with the unpaid interest accrued thereon, will at no time exceed the less of (a) the Corporation's Interest in the Policy and (b) the Loan Value of the Policy. The Corporation's Interest in the Policy will be the liability of the Employee for which the Policy is held as collateral security under the Assignment. "Corporation's Interest in the Policy" will mean, at any time at which the value of such interest is to be determined under this agreement the total of premiums theretofore paid on the Policy by the Corporation (including premiums paid by loans charged automatically against the Policy but not including any premiums paid, by loan or otherwise, for any supplemental agreement or rider), reduced by the Policy Loan Balance, with respect to any loans made or charged automatically against the policy by the Corporation. In the event that the Corporation has paid additional premiums attributable to a rider providing for the waiver of premiums in the event of the Employee's disability, "premiums" as used in the preceding sentence will not include any premiums waived pursuant to the terms of such rider while this agreement is in force.

in the Assignment. The Corporation will have those rights in the policy given to it in the Assignment except as hereinafter modified. The Corporation will not surrender the policy for cancellation except upon expiration of the thirty (30) day period described in Paragraph 9. The Corporation will not without the written consent of the Employee assign its rights in the Policy, other than for the purpose of obtaining a loan against the Policy, to anyone other than the Employee. The Corporation will not take any action in dealing with Northwestern National Life Insurance Company that would impair any right or interest of the Employee in the Policy. The Corporation will have the right to borrow from Northwestern National Life Insurance Company, and to secure that loan by the Policy, an amount which, together with the unpaid interest accrued thereon, will at no time exceed the less of (a) the Corporation's Interest in the Policy and (b) the Loan Value of the Policy. The Corporation's Interest in the Policy will be the liability of the Employee for which the Policy is held as collateral security under the Assignment. "Corporation's Interest in the Policy" will mean, at any time at which the value of such interest is to be determined under this agreement the total of premiums theretofore paid on the Policy by the Corporation (including premiums paid by loans charged automatically against the Policy but not including any premiums paid, by loan or otherwise, for any supplemental agreement or rider), reduced by the Policy Loan Balance, with respect to any loans made or charged automatically against the policy by the Corporation. In the event that the Corporation has paid additional premiums attributable to a rider providing for the waiver of premiums in the event of the Employee's disability, "premiums" as used in the preceding sentence will not include any premiums waived pursuant to the terms of such rider while this agreement is in force. 7. Rights to the Proceeds at Death. Upon the death of the Employee while this agreement is in force, the proceeds of the Policy will be payable as follows: (a) Part shall be payable to the Employer; this part shall be equal to the aggregate amount of the interest free loans made by the Employee pursuant to this Agreement, less any Policy or premium loans or other indebtedness secured by the Policy, (b) The entire balance of the proceeds in excess of the part payable under 7(a) above shall be payable to the beneficiary of the Policy. 8. Termination of Agreement. This agreement may be terminated at any time while the Insured is living by written notice thereof by either the Corporation or the Employee to the other; and, in any event, this agreement will terminate upon termination of the Employee's employment. Page 3 of Six (6) Pages

9. Employee Rights Upon Termination. The employee will, for the thirty (30) days immediately following the date on which termination occurs, have the right to obtain a release of the Assignment by paying to the Corporation an amount equal to the Corporation's Interest In The Policy. Upon such payment the Corporation will release its interest in the Policy to the Employee. Alternatively, at the election of the Employee prior to the expiration of said thirty (30) day period and upon the payment by him of the excess, if any, of the Corporation's Interest In The Policy over the Current Loan Value of the Policy, the Corporation will make a collateral policy loan from the Insurance Company in the amount of the Current Loan Value of the Policy, or in the amount of the Corporation's Interest In The Policy, if less, and release its interest in the Policy to the Employee. Upon release by the Corporation of all of its interest in the Policy, the Employee will thereafter own the policy free from the Assignment and from this Agreement but subject to any Policy loans and interest thereon. If the Employee fails to make either the payment or the election (and payment, if any) provided for in this Paragraph, the Employee agrees to transfer all of his right, title and interest in the Policy to the Corporation, by executing such documents as are necessary to transfer such right, title and interest to the Corporation as of the date of termination. The Corporation will thereafter be able to deal with the Policy in any way that it may see fit. 10. Status of Agreement vs. Collateral Assignment. As between the Employee and the Corporation, this Agreement will take precedence over any provisions of the Assignment. The Corporation agrees not to exercise any right possessed by it under the Assignment except in conformity with this Agreement. 11. Satisfaction of Claim. The Employee rights and interest, and rights and interest of any persons taking under or through him, will be completely satisfied upon compliance by the Corporation with the provisions of this Agreement. 12. Amendment and Assignment. This Agreement may be altered, amended or modified, including the addition of any extra policy provisions, only by a written instrument signed by the Corporation and the Employee. Either

9. Employee Rights Upon Termination. The employee will, for the thirty (30) days immediately following the date on which termination occurs, have the right to obtain a release of the Assignment by paying to the Corporation an amount equal to the Corporation's Interest In The Policy. Upon such payment the Corporation will release its interest in the Policy to the Employee. Alternatively, at the election of the Employee prior to the expiration of said thirty (30) day period and upon the payment by him of the excess, if any, of the Corporation's Interest In The Policy over the Current Loan Value of the Policy, the Corporation will make a collateral policy loan from the Insurance Company in the amount of the Current Loan Value of the Policy, or in the amount of the Corporation's Interest In The Policy, if less, and release its interest in the Policy to the Employee. Upon release by the Corporation of all of its interest in the Policy, the Employee will thereafter own the policy free from the Assignment and from this Agreement but subject to any Policy loans and interest thereon. If the Employee fails to make either the payment or the election (and payment, if any) provided for in this Paragraph, the Employee agrees to transfer all of his right, title and interest in the Policy to the Corporation, by executing such documents as are necessary to transfer such right, title and interest to the Corporation as of the date of termination. The Corporation will thereafter be able to deal with the Policy in any way that it may see fit. 10. Status of Agreement vs. Collateral Assignment. As between the Employee and the Corporation, this Agreement will take precedence over any provisions of the Assignment. The Corporation agrees not to exercise any right possessed by it under the Assignment except in conformity with this Agreement. 11. Satisfaction of Claim. The Employee rights and interest, and rights and interest of any persons taking under or through him, will be completely satisfied upon compliance by the Corporation with the provisions of this Agreement. 12. Amendment and Assignment. This Agreement may be altered, amended or modified, including the addition of any extra policy provisions, only by a written instrument signed by the Corporation and the Employee. Either party may, subject to the limitations of Paragraph 6, assign its interest and obligations under this Agreement, provided, however, that any assignment will be subject to the terms of this Agreement. 13. Possession of Policy. The Corporation will keep possession of the Policy. The Corporation agrees from time to time to make the Policy available to the Employee or to Metropolitan Life Insurance Company Page 4 of Six (6) Pages

for the purpose of endorsing or filing any change of beneficiary on the Policy but the Policy will promptly be returned to the Corporation. 14. Governing Laws. This Agreement sets forth the entire Agreement of the parties hereto, and any and all prior agreements, to the extent inconsistent herewith, are hereby superseded. This Agreement will be governed by the laws of the State of South Carolina. 15. Interpretation. Where appropriate in this Agreement, words used in the singular will include the plural and words used in the masculine will include the feminine. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the Corporation by its duly authorized officer, on the day and year first above written.
s/ V. Lewis Shuler ---------------------Verlin Lewis Shuler

FIRST SOUTH BANK By:
s/ Roger Habisreutinger

for the purpose of endorsing or filing any change of beneficiary on the Policy but the Policy will promptly be returned to the Corporation. 14. Governing Laws. This Agreement sets forth the entire Agreement of the parties hereto, and any and all prior agreements, to the extent inconsistent herewith, are hereby superseded. This Agreement will be governed by the laws of the State of South Carolina. 15. Interpretation. Where appropriate in this Agreement, words used in the singular will include the plural and words used in the masculine will include the feminine. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the Corporation by its duly authorized officer, on the day and year first above written.
s/ V. Lewis Shuler ---------------------Verlin Lewis Shuler

FIRST SOUTH BANK By:
s/ Roger Habisreutinger ----------------------------------Chairman of the Board of Directors

ATTEST:

s/ Barry L. Slider ---------------------Asst. Secretary

Page 5 of Six (6) Pages

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG I, a Notary Public of the County and State aforesaid, certify that Verlin Lewis Shuler personally appeared before me this day and acknowledged the execution of the foregoing instrument. WITNESS my hand and official stamp or seal, this 21st day of June, 1996.
My Commission Expires: 5/22/2001 --------s/ Jean P. Ellison ----------------------Notary Public

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG
I, a Notary Public of the County and State aforesaid, certify that s/ Barry L. Slider personally appeared before me this day and acknowledged that he is Secretary of First South Bank and that by authority duly given and as the act

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG I, a Notary Public of the County and State aforesaid, certify that Verlin Lewis Shuler personally appeared before me this day and acknowledged the execution of the foregoing instrument. WITNESS my hand and official stamp or seal, this 21st day of June, 1996.
My Commission Expires: 5/22/2001 --------s/ Jean P. Ellison ----------------------Notary Public

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG
I, a Notary Public of the County and State aforesaid, certify that s/ Barry L. Slider personally appeared before me this day and acknowledged that he is Secretary of First South Bank and that by authority duly given and as the act of the Corporation, the foregoing instrument was signed in its name by the Chairman of its Board of Directors, sealed with its corporate seal and attested by him as its Secretary.

WITNESS my hand and official stamp or seal, this 21st day of June, 1996.
My Commission Expires: 5/22/2001 --------s/ Jean P. Ellison ----------------------Notary Public

Page 6 of Six (6) Pages

SPLIT DOLLAR LIFE INSURANCE POLICY ENDORSEMENT FORM NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY MINNEAPOLIS, MINNESOTA This endorsement shall apply to the insurance on the life of Verlin Lewis Shuler under policy #S7-059-369 Northwestern National Life Insurance Company agrees to pay the entire net proceeds to the designated beneficiaries, if said policy becomes a claim by reason of death of the Insured, in the following manner: The net proceeds shall be allocated into Parts A and B as follows: Part A shall consist of the portion of the proceeds equal to the sum of the total premium paid from the date of this Policy to the date to which premiums are paid following the Insured's death, less any net indebtedness to First South. Part B shall consist of the balance, if any, of the proceeds payable in a single sum to Jane M. Shuler ( Employee's Beneficiary ) Dated this 20 day of June, 1996 at Spartanburg, South Carolina.
s/ Verlin Lewis Shuler ---------------------Employee First South Bank Employer

SPLIT DOLLAR LIFE INSURANCE POLICY ENDORSEMENT FORM NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY MINNEAPOLIS, MINNESOTA This endorsement shall apply to the insurance on the life of Verlin Lewis Shuler under policy #S7-059-369 Northwestern National Life Insurance Company agrees to pay the entire net proceeds to the designated beneficiaries, if said policy becomes a claim by reason of death of the Insured, in the following manner: The net proceeds shall be allocated into Parts A and B as follows: Part A shall consist of the portion of the proceeds equal to the sum of the total premium paid from the date of this Policy to the date to which premiums are paid following the Insured's death, less any net indebtedness to First South. Part B shall consist of the balance, if any, of the proceeds payable in a single sum to Jane M. Shuler ( Employee's Beneficiary ) Dated this 20 day of June, 1996 at Spartanburg, South Carolina.
s/ Verlin Lewis Shuler ---------------------Employee First South Bank Employer

By Barry L. Slider Its President/CEO This policy endorsement has been received by Northwestern National Life Insurance Company at its' Home Office and made a part of the above described policy on June 20, 1996. This policy endorsement revokes any prior endorsements applicable to the above described policy.

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG

FIRST AMENDMENT TO SPLIT DOLLAR AGREEMENT

WHEREAS, FIRST SOUTH BANK, a bank organized and existing under the laws of the State of South Carolina (the "Corporation") and VERLIN LEWIS SHULER (the "Employee") entered into a Split Dollar Agreement (the "Agreement") on June 21, 1996, regarding Insurance Policy No. S7-059-369 issued by Northwestern National Life Insurance Company; and WHEREAS, Corporation and Employee reserved the right to amend said Agreement in Paragraph 12 thereof; and WHEREAS, Corporation and Employee desire to amend said Agreement. NOW, THEREFORE, Corporation and Employee hereto agree as follows: (1) Corporation and Employee hereby amend said Agreement by deleting Paragraph 7 therefrom in its entirety and substituting in lieu thereof the following: 7. Rights to the Proceeds at Death. Upon the death of the Employee while this agreement is in force, the proceeds of the Policy will be payable as follows: (a) Part shall be payable to the Corporation; this part shall be equal to the aggregate amount of the interest free loans made by the Corporation pursuant to this Agreement, less

STATE OF SOUTH CAROLINA COUNTY OF SPARTANBURG

FIRST AMENDMENT TO SPLIT DOLLAR AGREEMENT

WHEREAS, FIRST SOUTH BANK, a bank organized and existing under the laws of the State of South Carolina (the "Corporation") and VERLIN LEWIS SHULER (the "Employee") entered into a Split Dollar Agreement (the "Agreement") on June 21, 1996, regarding Insurance Policy No. S7-059-369 issued by Northwestern National Life Insurance Company; and WHEREAS, Corporation and Employee reserved the right to amend said Agreement in Paragraph 12 thereof; and WHEREAS, Corporation and Employee desire to amend said Agreement. NOW, THEREFORE, Corporation and Employee hereto agree as follows: (1) Corporation and Employee hereby amend said Agreement by deleting Paragraph 7 therefrom in its entirety and substituting in lieu thereof the following: 7. Rights to the Proceeds at Death. Upon the death of the Employee while this agreement is in force, the proceeds of the Policy will be payable as follows: (a) Part shall be payable to the Corporation; this part shall be equal to the aggregate amount of the interest free loans made by the Corporation pursuant to this Agreement, less any Policy or premium loans or other indebtedness secured by the Policy, (b) The entire balance of the proceeds in excess of the part payable under 7(a) above shall be payable to the beneficiary of the Policy. (2) Corporation and Employee hereby amend said Agreement by adding a new section at the end thereof, designated Paragraph 16 to read as follows:

16. ERISA. (a) The President of Corporation is hereby- designated the named fiduciary until resignation or removal. The named fiduciary shall be responsible for the management, control and administration of the split dollar plan as established herein. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan, including the employment of advisors and the delegation of any ministerial duties to qualified individuals. (b) The funding policy for the split dollar plan shall be to maintain the insurance policy in force by paying, when due, all premiums required. (c) Claim forms or claim information as to the insurance policy can be obtained by contacting Corporation. (d) When the named fiduciary has a claim which may be covered under the provisions described in the insurance policy, the named fiduciary should contact Corporation, who will either complete a claim form and forward it to an authorized representative of the insurance company or advise the named fiduciary what further requirements are necessary. The insurance company will evaluate the claim and make a decision as to payment within ninety (90) days of the date the claim is received by them. In the event that a claim is not eligible under the policy, the insurance company will notify the named fiduciary of the denial. Such notification will be made in writing, within ninety (90) days of the date the claim is received, and will be transmitted through the office of Corporation. The notification will include the specific reasons for the denial, as well as specific reference to the policy provisions upon which the denial is based. The named fiduciary will also be informed as to the steps which may be taken to have the claim denial reviewed. A decision as to the validity of a claim will ordinarily be made within ten (10) working days of the date the claim is received by the insurance company. Occasionally, however, certain questions may prevent the insurance company from rendering a decision on the validity of the claim within the specific ninety {90) day period. If this

16. ERISA. (a) The President of Corporation is hereby- designated the named fiduciary until resignation or removal. The named fiduciary shall be responsible for the management, control and administration of the split dollar plan as established herein. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan, including the employment of advisors and the delegation of any ministerial duties to qualified individuals. (b) The funding policy for the split dollar plan shall be to maintain the insurance policy in force by paying, when due, all premiums required. (c) Claim forms or claim information as to the insurance policy can be obtained by contacting Corporation. (d) When the named fiduciary has a claim which may be covered under the provisions described in the insurance policy, the named fiduciary should contact Corporation, who will either complete a claim form and forward it to an authorized representative of the insurance company or advise the named fiduciary what further requirements are necessary. The insurance company will evaluate the claim and make a decision as to payment within ninety (90) days of the date the claim is received by them. In the event that a claim is not eligible under the policy, the insurance company will notify the named fiduciary of the denial. Such notification will be made in writing, within ninety (90) days of the date the claim is received, and will be transmitted through the office of Corporation. The notification will include the specific reasons for the denial, as well as specific reference to the policy provisions upon which the denial is based. The named fiduciary will also be informed as to the steps which may be taken to have the claim denial reviewed. A decision as to the validity of a claim will ordinarily be made within ten (10) working days of the date the claim is received by the insurance company. Occasionally, however, certain questions may prevent the insurance company from rendering a decision on the validity of the claim within the specific ninety {90) day period. If this occurs, the named fiduciary will be notified of the reasons for the delay, as well as the anticipated length of the delay, in writing and through Corporation. If further information or other material is required, the named fiduciary will be so informed.

If the named fiduciary is dissatisfied with the denial of the claim, or the amount paid, the named fiduciary has sixty (60) days from the date the named fiduciary receives notice of a claim denial to file objections to the action taken by the insurance company. If the named fiduciary wishes to contest a claim denial, the named fiduciary should notify Corporation, who will assist in making inquiry to the insurance company. All objections to insurance company's actions should be in writing and submitted to Corporation for transmittal to the insurance company. The insurance company will review the claim denial and render a decision on the claim denial. The named fiduciary will be informed in writing of the decision of the insurance company within sixty (60) days of the date of the claim review request is received by the insurance company. This decision will be final. Once a decision has been rendered as to the distribution of proceeds under the claim procedure described above as to the policy, claims for any benefits due under this Agreement or the surrender of the policy may be made in writing by Employee to the named fiduciary. In the event a claim for benefits is wholly or partly denied or disputed, the named fiduciary shall within a reasonable period of time, after receipt of the claim, notify Employee of such total or partial denial or dispute listing: (i) The specific reasons for the denial or dispute; (ii) Specific reference to pertinent plan provisions upon which the denial or dispute is based; (iii) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

If the named fiduciary is dissatisfied with the denial of the claim, or the amount paid, the named fiduciary has sixty (60) days from the date the named fiduciary receives notice of a claim denial to file objections to the action taken by the insurance company. If the named fiduciary wishes to contest a claim denial, the named fiduciary should notify Corporation, who will assist in making inquiry to the insurance company. All objections to insurance company's actions should be in writing and submitted to Corporation for transmittal to the insurance company. The insurance company will review the claim denial and render a decision on the claim denial. The named fiduciary will be informed in writing of the decision of the insurance company within sixty (60) days of the date of the claim review request is received by the insurance company. This decision will be final. Once a decision has been rendered as to the distribution of proceeds under the claim procedure described above as to the policy, claims for any benefits due under this Agreement or the surrender of the policy may be made in writing by Employee to the named fiduciary. In the event a claim for benefits is wholly or partly denied or disputed, the named fiduciary shall within a reasonable period of time, after receipt of the claim, notify Employee of such total or partial denial or dispute listing: (i) The specific reasons for the denial or dispute; (ii) Specific reference to pertinent plan provisions upon which the denial or dispute is based; (iii) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) An explanation of the plan's review procedure. Within sixty (60) days of denial or notice of claim under the plan, a claimant may request that the claim be reviewed by the named fiduciary in a full and fair hearing. A final decision shall be rendered by the named fiduciary within sixty (60) days after receipt of request for review.

(3) Corporation and Employee hereby amend said Agreement by stating that all references to Metropolitan Life Insurance Company in Paragraph 13 shall mean Northwestern National Life Insurance Company. (4) As amended by this First Amendment, Corporation and Employee hereby confirm, ratify and republish said Split Dollar Agreement dated June 21, 1996. IN WITNESS WHEREOF, Corporation, by its duly authorized officer, and Employee hereto have signed this First Amendment to Split Dollar Agreement this 23rd day of July of 1999.
Witness: s/ Melissa K Littlefield ------------------------s/ Jean P. Ellison ------------------------s/ s/ Melissa K. Littlefield ------------------------FIRST SOUTH BANK BY: S/ Barry L. Slider ----------------------Its: President & CEO s/ Verlin Lewis Shuler -----------------------

THIS ATTACHMENT TO THE BELOW REFERENCED SPLIT DOLLAR LIFE INSURANCE POLICY PROVIDES INSTRUCTIONS REGARDING THE PAYMENT OF BENEFITS TO THE BANK AND THE BENEFICIARY NAMED IN THE POLICY. INCLUDED WITH THIS ATTACHMENT IS A PHOTOCOPY OF A PORTION OF THE BANK'S JANUARY 19, 2005, BOARD OF DIRECTORS MEETING MINUTES. THOSE MINUTES RECORDED THE BOARD'S APPROVAL OF THE METHOD

(3) Corporation and Employee hereby amend said Agreement by stating that all references to Metropolitan Life Insurance Company in Paragraph 13 shall mean Northwestern National Life Insurance Company. (4) As amended by this First Amendment, Corporation and Employee hereby confirm, ratify and republish said Split Dollar Agreement dated June 21, 1996. IN WITNESS WHEREOF, Corporation, by its duly authorized officer, and Employee hereto have signed this First Amendment to Split Dollar Agreement this 23rd day of July of 1999.
Witness: s/ Melissa K Littlefield ------------------------s/ Jean P. Ellison ------------------------s/ s/ Melissa K. Littlefield ------------------------FIRST SOUTH BANK BY: S/ Barry L. Slider ----------------------Its: President & CEO s/ Verlin Lewis Shuler -----------------------

THIS ATTACHMENT TO THE BELOW REFERENCED SPLIT DOLLAR LIFE INSURANCE POLICY PROVIDES INSTRUCTIONS REGARDING THE PAYMENT OF BENEFITS TO THE BANK AND THE BENEFICIARY NAMED IN THE POLICY. INCLUDED WITH THIS ATTACHMENT IS A PHOTOCOPY OF A PORTION OF THE BANK'S JANUARY 19, 2005, BOARD OF DIRECTORS MEETING MINUTES. THOSE MINUTES RECORDED THE BOARD'S APPROVAL OF THE METHOD OF PREMIUM PAYMENTS ADOPTED BY THE BANK SUBSEQUEST TO THE SEC/IRS RULINGS IN 2002 WHICH CHANGED HOW PREMIUMS PAID ON SPLIT DOLLAR LIFE INSURANCE POLICIES OF EXECUTIVE OFFICERS WOULD BE VIEWED. PRIOR TO THIS CHANGE, THE BANK HAD PAID THE ANNUAL PREMIUMS UNDER AN AGREEMENT THAT UPON THE DEATH OF THE INSURED, THE BANK WOULD RECOVER THE PREMIUMS IT HAD PAID FROM DEATH BENEFIT PROCEEDS. SINCE THE REGULATORY CHANGES, IN ESSENCE, GRANDFATHERED THE ACCOUNTING TREATMENT OF BANK-PAID PREMIUMS PRIOR THE ANNOUNCED CHANGE, THERE REMAIN PREMIUM PAID AMOUNTS CARRIED AS OTHER ASSETS ON THE BANKS BALANCE SHEET. VERLIN LEWIS SHULER RELIASTAR / ING Policy # 7059369 INSURANCE FACE AMOUNT $100,000 THE BANK PAID ANNUAL PREMIUMS OF $3,000 FOR THE YEARS 1996 THROUGH 2002, SEVEN YEARS, FOR A TOTAL OF $21,000. THIS AMOUNT IS TO BE DEDUCTED FROM THE TOTAL DEATH BENEFIT PAID BY THE INSURANCE COMPANY TO REIMBURSE THE BANK. THE REMAINING PORTION OF THE DEATH BENEFIT PAID BY THE INSURANCE COMPANY WILL BE PAID TO THE NAMED POLICY BENEFICIARY. VERLIN LEWIS SHULER MET LIFE Policy # 923206686 PR INSURANCE FACE AMOUNT $100,000 THE BANK PAID ANNUAL PREMIUMS OF $2,651 FOR THE YEARS 1996 THROUGH 2002, SEVEN YEARS, FOR A TOTAL OF $18,557, AND REIMBURSED THE INSURED'S PRIOR EMPLOYER FOR FIVE YEARS OF PREMIUM PAYMENTS, $13,255. THE TOTAL OF THESE TWO, $31,812, IS TO BE DEDUCTED FROM THE TOTAL DEATH BENEFIT PAID BY THE INSURANCE COMPANY TO REIMBURSE THE BANK. THE REMAINING PORTION OF THE DEATH BENEFIT PAID BY THE INSURANCE COMPANY WILL BE PAID TO THE NAMED POLICY BENEFICIARY.
s/ Barry L. Slider -------------------------------------

THIS ATTACHMENT TO THE BELOW REFERENCED SPLIT DOLLAR LIFE INSURANCE POLICY PROVIDES INSTRUCTIONS REGARDING THE PAYMENT OF BENEFITS TO THE BANK AND THE BENEFICIARY NAMED IN THE POLICY. INCLUDED WITH THIS ATTACHMENT IS A PHOTOCOPY OF A PORTION OF THE BANK'S JANUARY 19, 2005, BOARD OF DIRECTORS MEETING MINUTES. THOSE MINUTES RECORDED THE BOARD'S APPROVAL OF THE METHOD OF PREMIUM PAYMENTS ADOPTED BY THE BANK SUBSEQUEST TO THE SEC/IRS RULINGS IN 2002 WHICH CHANGED HOW PREMIUMS PAID ON SPLIT DOLLAR LIFE INSURANCE POLICIES OF EXECUTIVE OFFICERS WOULD BE VIEWED. PRIOR TO THIS CHANGE, THE BANK HAD PAID THE ANNUAL PREMIUMS UNDER AN AGREEMENT THAT UPON THE DEATH OF THE INSURED, THE BANK WOULD RECOVER THE PREMIUMS IT HAD PAID FROM DEATH BENEFIT PROCEEDS. SINCE THE REGULATORY CHANGES, IN ESSENCE, GRANDFATHERED THE ACCOUNTING TREATMENT OF BANK-PAID PREMIUMS PRIOR THE ANNOUNCED CHANGE, THERE REMAIN PREMIUM PAID AMOUNTS CARRIED AS OTHER ASSETS ON THE BANKS BALANCE SHEET. VERLIN LEWIS SHULER RELIASTAR / ING Policy # 7059369 INSURANCE FACE AMOUNT $100,000 THE BANK PAID ANNUAL PREMIUMS OF $3,000 FOR THE YEARS 1996 THROUGH 2002, SEVEN YEARS, FOR A TOTAL OF $21,000. THIS AMOUNT IS TO BE DEDUCTED FROM THE TOTAL DEATH BENEFIT PAID BY THE INSURANCE COMPANY TO REIMBURSE THE BANK. THE REMAINING PORTION OF THE DEATH BENEFIT PAID BY THE INSURANCE COMPANY WILL BE PAID TO THE NAMED POLICY BENEFICIARY. VERLIN LEWIS SHULER MET LIFE Policy # 923206686 PR INSURANCE FACE AMOUNT $100,000 THE BANK PAID ANNUAL PREMIUMS OF $2,651 FOR THE YEARS 1996 THROUGH 2002, SEVEN YEARS, FOR A TOTAL OF $18,557, AND REIMBURSED THE INSURED'S PRIOR EMPLOYER FOR FIVE YEARS OF PREMIUM PAYMENTS, $13,255. THE TOTAL OF THESE TWO, $31,812, IS TO BE DEDUCTED FROM THE TOTAL DEATH BENEFIT PAID BY THE INSURANCE COMPANY TO REIMBURSE THE BANK. THE REMAINING PORTION OF THE DEATH BENEFIT PAID BY THE INSURANCE COMPANY WILL BE PAID TO THE NAMED POLICY BENEFICIARY.
s/ Barry L. Slider -------------------------------------

Barry L. Slider, President & CEO

This attachment to the ING / Reliastar Insurance Company Policy, Policy # S7-059-369, and the associated split dollar agreement, is for information purposes only. It is not intended to alter, amend, or in any manner change any provision in either the policy or agreement. In the event of my death and upon payment of the death benefit as provided in the policy referenced above, an amount of $18,000 is to be deducted from the benefit payment proceeds to reimburse First South Bank for the total of the annual premiums it paid for the years 1996 through 2002. The remaining balance of the policy's death benefit is to be paid to the beneficiary and/or beneficiaries as named in the policy.
s/ V. Lewis Shuler -----------------------

Exhibit 10.4.4.

This attachment to the ING / Reliastar Insurance Company Policy, Policy # S7-059-369, and the associated split dollar agreement, is for information purposes only. It is not intended to alter, amend, or in any manner change any provision in either the policy or agreement. In the event of my death and upon payment of the death benefit as provided in the policy referenced above, an amount of $18,000 is to be deducted from the benefit payment proceeds to reimburse First South Bank for the total of the annual premiums it paid for the years 1996 through 2002. The remaining balance of the policy's death benefit is to be paid to the beneficiary and/or beneficiaries as named in the policy.
s/ V. Lewis Shuler -----------------------

Exhibit 10.4.4. FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is made this 19th day of November, 1999, by and between FIRST SOUTH BANK, a state bank with a principal office in Spartanburg, South Carolina (the "Company") and BARRY L. SLIDER (the "Executive"). INTRODUCTION To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets. AGREEMENT Now, therefore, in consideration of the mutual covenants and agreements herein, the Executive and the Company agree as follows: Article 1 Definitions 1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified: 1.1.1 "Accrual Balance "means the amount of death benefits payable to the Executive pursuant to Section 3.1 of this Agreement and set forth in the attached Schedule A. 1.1.2 "Board "or "Board of Directors "means the Board of Directors of the Company. 1.1.3 "Change of Control "means (i) the acquisition by any person, group of persons or entities of the beneficial ownership or power to vote more than twenty (20%) percent of the Company's outstanding stock, or (ii) during any period of two (2) consecutive years, a change in the majority of the Board unless the election of each new director was approved by at least two-thirds of the directors then still in office who were directors at the beginning of such two (2) year period, or (iii) a reorganization, merger, exchange of shares, combination or consolidation of the Company with one or more other corporations or other legal entities in

which the Company is not surviving the corporation, or a transfer of all or substantially all of the assets of the

Exhibit 10.4.4. FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is made this 19th day of November, 1999, by and between FIRST SOUTH BANK, a state bank with a principal office in Spartanburg, South Carolina (the "Company") and BARRY L. SLIDER (the "Executive"). INTRODUCTION To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets. AGREEMENT Now, therefore, in consideration of the mutual covenants and agreements herein, the Executive and the Company agree as follows: Article 1 Definitions 1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified: 1.1.1 "Accrual Balance "means the amount of death benefits payable to the Executive pursuant to Section 3.1 of this Agreement and set forth in the attached Schedule A. 1.1.2 "Board "or "Board of Directors "means the Board of Directors of the Company. 1.1.3 "Change of Control "means (i) the acquisition by any person, group of persons or entities of the beneficial ownership or power to vote more than twenty (20%) percent of the Company's outstanding stock, or (ii) during any period of two (2) consecutive years, a change in the majority of the Board unless the election of each new director was approved by at least two-thirds of the directors then still in office who were directors at the beginning of such two (2) year period, or (iii) a reorganization, merger, exchange of shares, combination or consolidation of the Company with one or more other corporations or other legal entities in

which the Company is not surviving the corporation, or a transfer of all or substantially all of the assets of the Company to another person or entity. (iv) Notwithstanding any other provision in this Agreement, "Change of Control" shall not be construed to mean the formation of a bank holding company or other entity approved in advance by the Board or any changes in ownership of the Company's assets or stock as the result of the formation of such an entity. 1.1.4 "Code" means the Internal Revenue Code of 1986, as amended. References to a Code section shall be deemed to be that section as it now exists and to any successor provision. 1.1.5 "Disability" means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Executive is not covered by such a policy, Disability means the Executive suffering a sickness, accident or injury that, in the judgment of a physician appointed and paid by the Company, prevents the Executive from performing substantially all of the Executive's normal duties for the Company. As a condition to any benefits, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company's Board of Directors deems appropriate.

which the Company is not surviving the corporation, or a transfer of all or substantially all of the assets of the Company to another person or entity. (iv) Notwithstanding any other provision in this Agreement, "Change of Control" shall not be construed to mean the formation of a bank holding company or other entity approved in advance by the Board or any changes in ownership of the Company's assets or stock as the result of the formation of such an entity. 1.1.4 "Code" means the Internal Revenue Code of 1986, as amended. References to a Code section shall be deemed to be that section as it now exists and to any successor provision. 1.1.5 "Disability" means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Executive is not covered by such a policy, Disability means the Executive suffering a sickness, accident or injury that, in the judgment of a physician appointed and paid by the Company, prevents the Executive from performing substantially all of the Executive's normal duties for the Company. As a condition to any benefits, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company's Board of Directors deems appropriate. 1.1.6 "Early Termination" means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change of Control. 1.1.7 "Early Termination Date" means the month, day and year in which Early Termination occurs. 1.1.8 "Effective Date" means January 1, 1999. 1.1.9 "Normal Retirement Age" means the Executive's sixty-fifth (65lh) birthday. 1.1.10 "Normal Retirement Date" means the later of the Normal Retirement Age or Termination of Employment. 1.1.11 "Plan Year" means a twelve-month period commencing on January 1st and ending on December 31st of each year. The first Plan Year shall commence on the Effective Date of this Agreement. 1.1.12 'Termination for Cause" shall have the meaning set forth in Section 5.2. 1.13 'Termination of Employment " means that the Executive ceases to be employed by the Company for any reason whatsoever other than by reason of a leave of absence that is approved by the Company. For purposes of this Agreement, if there is a dispute over the 1.1.12

employment status of the Executive or the date of the Executive's Termination of Employment, the Board shall have the sole and absolute right to decide the dispute. Article 2 Lifetime Benefits 2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than the Executive's death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement. 2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 for the first Plan Year is forty-five thousand two hundred thirty ($45,230) dollars as stated on the attached Schedule A. The annual benefit will be increased two (2.0%) percent each Plan Year thereafter, until Termination of Employment. The Board, in its sole discretion, may increase the annual benefit under this Section 2.1.1 beyond the annual two (2.0%) percent increase; however, any such increase shall require the restatement of Schedule A. 2.1.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Date and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments.

employment status of the Executive or the date of the Executive's Termination of Employment, the Board shall have the sole and absolute right to decide the dispute. Article 2 Lifetime Benefits 2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than the Executive's death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement. 2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 for the first Plan Year is forty-five thousand two hundred thirty ($45,230) dollars as stated on the attached Schedule A. The annual benefit will be increased two (2.0%) percent each Plan Year thereafter, until Termination of Employment. The Board, in its sole discretion, may increase the annual benefit under this Section 2.1.1 beyond the annual two (2.0%) percent increase; however, any such increase shall require the restatement of Schedule A. 2.1.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Date and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. 2.2 Early Termination Benefit. Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement. 2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the Early Termination Date. 2.2.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Age and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. 2.3 Disability Benefit. If the Executive terminates employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement. 2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Termination of Employment occurs. However, any increase in the annual benefit under

Section 2.1.1 would require the recalculation of the Disability benefit on Schedule A. The Disability Annual Benefit amount is determined by calculating a fixed annuity which is payable in one hundred seventy-nine (179) equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of seven and one-half (7.5%) percent, compounded monthly. 2.3.2 Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Termination of Employment and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. Upon petition by the Executive, the Company, in its sole discretion, may instead pay the benefit in an amount equal to the Accrual Balance in a lump sum within sixty (60) days of Termination of Employment in lieu of any other benefit under this Agreement. 2.4 Change of Control Benefit. Upon Termination of Employment following a Change of Control, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

Section 2.1.1 would require the recalculation of the Disability benefit on Schedule A. The Disability Annual Benefit amount is determined by calculating a fixed annuity which is payable in one hundred seventy-nine (179) equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of seven and one-half (7.5%) percent, compounded monthly. 2.3.2 Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Termination of Employment and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. Upon petition by the Executive, the Company, in its sole discretion, may instead pay the benefit in an amount equal to the Accrual Balance in a lump sum within sixty (60) days of Termination of Employment in lieu of any other benefit under this Agreement. 2.4 Change of Control Benefit. Upon Termination of Employment following a Change of Control, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement. 2.4.1 Amount of Benefit. The annual benefit under this Section 2.4 is the Change of Control Annual Benefit amount set forth on Schedule A for the Plan Year in which Termination of Employment occurs. 2.4.2 Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Normal Retirement Date and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. Article 3 Death Benefits 3.1 Death Benefits. If the Executive dies while employed by the Company and prior to commencement of any benefits due under Article 2, the Company shall pay to the Executive's beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of any other benefit under this Agreement. 3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Accrual Balance set forth in Schedule A for the Plan Year ending immediately prior to the Executive's death. 3.1.2 Payment of Benefit. The Company shall pay the benefit to the Executive's beneficiary in a lump sum within sixty (60) days following the Executive's death.

Article 4 Beneficiaries 4.1 Beneficiary Designations. The Executive shall designate a primary and contingent beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by the Company during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's surviving spouse, if any, and if none, to the Executive's surviving descendants, per stirpes. and if no surviving spouse and descendants, to the Executive's estate. If Executive dies and subsequently the beneficiary receiving benefit payments dies, then any remaining payments shall be paid pursuant to a written beneficiary designation filed with the Company made by such beneficiary, or if none to such beneficiary's estate. 4.2 Facility of Payment. If abenefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian,

Article 4 Beneficiaries 4.1 Beneficiary Designations. The Executive shall designate a primary and contingent beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by the Company during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall be made to the Executive's surviving spouse, if any, and if none, to the Executive's surviving descendants, per stirpes. and if no surviving spouse and descendants, to the Executive's estate. If Executive dies and subsequently the beneficiary receiving benefit payments dies, then any remaining payments shall be paid pursuant to a written beneficiary designation filed with the Company made by such beneficiary, or if none to such beneficiary's estate. 4.2 Facility of Payment. If abenefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, conservator, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Company may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit. Article 5 General Limitations Notwithstanding any provision of this Agreement to the contrary, Executive shall irrevocably forfeit and the Company shall not pay any benefit under this Agreement if any of the events described in Sections 5.1 - 5.3 below occur: 5.1 Excess Parachute Payment. In the event that the benefit payable to the Executive pursuant to this Agreement should cause a "parachute payment," as defined in Code section 280G(b)(2) of the Code, then such benefit shall be reduced One Dollar (Si.00) at a time until the payment will not constitute a parachute payment. In the event the benefit the Executive receives under this Agreement should be incorrectly calculated so that such amount constitutes a parachute payment, then the Executive will promptly refund to Company the excess amount.. Excess amount shall mean the amount in excess of the Executive's base amount, as defined in Code Section 280G(b)(3), multiplied by 2.999. 5.2 Termination for Cause. If the Company terminates the Executive's employment for:
5.2.1 any willful act of misconduct or gross negligence, prior to a Change of Control, which is materially injurious to the Company monetarily or otherwise;

5.2.2

a criminal conviction of the Executive for any act involving the business and affairs of the Company; or a criminal conviction of the Executive for commission of a felony, the circumstances of which substantially relate to the Executive's position with the Company.

5.2.3

5.3 Suicide or Misstatement. If the Executive commits suicide within two (2) years after the date of this Agreement, or if the Executive has made any material misstatement of fact on any application for life insurance purchased by the Company. 5.4 No Duplication of Benefits. Each of the benefits described in Articles 2 and 3 are intended to be separate benefits and mutually exclusive of the other so that once benefit payments commence under one Section the

5.2.2

a criminal conviction of the Executive for any act involving the business and affairs of the Company; or a criminal conviction of the Executive for commission of a felony, the circumstances of which substantially relate to the Executive's position with the Company.

5.2.3

5.3 Suicide or Misstatement. If the Executive commits suicide within two (2) years after the date of this Agreement, or if the Executive has made any material misstatement of fact on any application for life insurance purchased by the Company. 5.4 No Duplication of Benefits. Each of the benefits described in Articles 2 and 3 are intended to be separate benefits and mutually exclusive of the other so that once benefit payments commence under one Section the Executive (or his beneficiary, as the case may be) shall not thereafter receive payments or become entitled to benefits under another Section. Article 6 Claims and Review Procedures 6.1 Claims Procedure. The Company shall notify any person or entity that makes a claim pursuant to this Agreement (the "Claimant") in writing, within ninety (90) days of the Claimant's written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) day period. 6.2 Review Procedure. If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the

sixty (60) day period, stating specifically the basis of its decision, 6.1 written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Company, but notice of this deferral shall be given to the Claimant. Article 7 Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Article 8 Miscellaneous

sixty (60) day period, stating specifically the basis of its decision, 6.1 written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Company, but notice of this deferral shall be given to the Claimant. Article 7 Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Article 8 Miscellaneous 8.1 Binding Effect. This Agreement shall bind the Executive and the Company, and their heirs, beneficiaries, survivors, legal representatives, personal representatives, assigns, successors, administrators and transferees. 8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. This Agreement does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. This Agreement also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time. Nothing in this Agreement shall be construed as an employment agreement, either express or implied. 8.3 Non-Transfer ability. No amounts payable under this Agreement shall be transferable by the Executive. Further, the Executive may not sell, assign, alienate, pledge or otherwise encumber any benefits under this Agreement. 8.4 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company. 8.5 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. 8.6 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of South Carolina, except to the extent preempted by the laws of the United States of America.

8.7 Unfunded Arrangement. The Executive and any beneficiary of the Executive are general unsecured creditors of the Company for the payment of benefits under this Agreement. This Agreement shall always be an unfunded arrangement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life, if any, is a general asset of the Company to which the Executive and the Executive's beneficiary have no preferred or secured claim. Title to and beneficial ownership of any cash or assets Company may earmark to pay the Executive or his beneficiary shall at all times remain with Company. 8.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. 8.9 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

8.7 Unfunded Arrangement. The Executive and any beneficiary of the Executive are general unsecured creditors of the Company for the payment of benefits under this Agreement. This Agreement shall always be an unfunded arrangement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life, if any, is a general asset of the Company to which the Executive and the Executive's beneficiary have no preferred or secured claim. Title to and beneficial ownership of any cash or assets Company may earmark to pay the Executive or his beneficiary shall at all times remain with Company. 8.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. 8.9 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to: 8.9.1 Interpreting the provisions of the Agreement; 8.9.2 Establishing and revising the method of accounting for the Agreement; 8.9.3 Maintaining a record of benefit payments; and 8.9.4 Establishing rules and prescribing any forms necessary or desirable to administer the Agreement. 8.10 Named Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities under this Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals. 8.11 No Trust Created. Nothing contained in this Agreement, and no action taken pursuant to its provisions by either party hereto, shall create, nor be construed to create, a trust of any kind or a fiduciary relationship between the Company and the Executive, his designated beneficiary, any other beneficiary of the Executive or any other person. 8.12 Date of Birth. The Executive hereby represents to the Company that his date of birth is November 17, 1952.

IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have executed and sealed this Agreement as of the date first above written. Witnesses: Company: FIRST SOUTH BANK
s/ Jean P. Ellison --------------------------By: s/ V. Lewis Shuler ------------------

s/ Melissa K. Littlefield ---------------------------

Its: Executive Vice President ------------------------

s/ Rebecca R. Davis ---------------------------

EXECUTIVE:

s/ Barry L. Slider

IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have executed and sealed this Agreement as of the date first above written. Witnesses: Company: FIRST SOUTH BANK
s/ Jean P. Ellison --------------------------By: s/ V. Lewis Shuler ------------------

s/ Melissa K. Littlefield ---------------------------

Its: Executive Vice President ------------------------

s/ Rebecca R. Davis ---------------------------

EXECUTIVE:

s/ Barry L. Slider -----------------------------Barry L. Slider

BENEFICIARY DESIGNATION FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT BARRY L. SLIDER I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement: Primary: Dorothy L. Slider Contingent: The trustee under mv will dated June 3. 1999. as amended from time to time Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement. I understand that I may change these beneficiary designations by filing a new written designation with the Company, I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature s/ Barry L. Slider ------------------Date 11/19/99

Accepted by the Company this 19th day of November 1999
By s/ V. Lewis Shuler ---------------------

Title Executive Vice President

BENEFICIARY DESIGNATION FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT BARRY L. SLIDER I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement: Primary: Dorothy L. Slider Contingent: The trustee under mv will dated June 3. 1999. as amended from time to time Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement. I understand that I may change these beneficiary designations by filing a new written designation with the Company, I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature s/ Barry L. Slider ------------------Date 11/19/99

Accepted by the Company this 19th day of November 1999
By s/ V. Lewis Shuler ---------------------

Title Executive Vice President

First South Bank Barry L. Slider Salary Continuation Plan - Schedule A
Plan Year ---1 2 3 4 5 6 7 8 9 10 11 12 13 1-1 15 16 17 18 19 Benefit Level ----45,230 46,135 47,057 47,998 48,958 49,938 50,936 51,955 52,994 54,054 55,135 56,238 57,363 58,510 59,680 60,874 62,091 63,333 64,600 Accrual Balance ------11,030 23,161 36,509 51,205 67,397 85,252 104,958 126,731 150,818 177,504 207,125 240,076 276,838 318,005 364,344 416,902 477,248 548,173 637,097 Early Term. Vesting Schedule -------100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Vested Benefit ------45,230 46,135 47,057 47,998 48,958 49,938 50,936 51,955 52,994 54,054 55,135 56,238 57,363 58,510 59,680 60,874 62,091 63,333 64,600 Early Termination Annual Benefit Payable at 65 ------------45,230 46,135 47,057 47,998 48,958 49,938 50,936 51,955 52,994 54,054 55,135 56,238 57,363 58,510 59,680 60,874 62,091 63,333 64,600 Change of Control Annual Benefit Payable at 65 ------------45,230 46,135 47,057 47,998 48,958 49,938 50,936 51,955 52,994 54,054 55,135 56,238 57,363 58,510 59,680 60,874 62,091 63,333 64,600

First South Bank Barry L. Slider Salary Continuation Plan - Schedule A
Plan Year ---1 2 3 4 5 6 7 8 9 10 11 12 13 1-1 15 16 17 18 19 Benefit Level ----45,230 46,135 47,057 47,998 48,958 49,938 50,936 51,955 52,994 54,054 55,135 56,238 57,363 58,510 59,680 60,874 62,091 63,333 64,600 Accrual Balance ------11,030 23,161 36,509 51,205 67,397 85,252 104,958 126,731 150,818 177,504 207,125 240,076 276,838 318,005 364,344 416,902 477,248 548,173 637,097 Early Term. Vesting Schedule -------100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Vested Benefit ------45,230 46,135 47,057 47,998 48,958 49,938 50,936 51,955 52,994 54,054 55,135 56,238 57,363 58,510 59,680 60,874 62,091 63,333 64,600 Early Termination Annual Benefit Payable at 65 ------------45,230 46,135 47,057 47,998 48,958 49,938 50,936 51,955 52,994 54,054 55,135 56,238 57,363 58,510 59,680 60,874 62,091 63,333 64,600 Change of Control Annual Benefit Payable at 65 ------------45,230 46,135 47,057 47,998 48,958 49,938 50,936 51,955 52,994 54,054 55,135 56,238 57,363 58,510 59,680 60,874 62,091 63,333 64,600

FIRST AMENDMENT TO FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS AMENDMENT is made this 27 day of April, 2000, by and between the First South Bank, a state bank located in Spartanburg, South Carolina (the "Company"), and BARRY L. SLIDER (the "Executive). WITNESSETH: WHEREAS, the Executive and the Company entered into a Salary Continuation Agreement (the "Agreement") dated November 19, 1999; and WHEREAS, the Executive and the Company are desirous of amending the language to the Agreement. NOW, THEREFORE, in consideration of the premises, the Executive and the Company agree to amend the "Agreement" as follows: Paragraph 1.1.8 is amended to read as follows: 1.1.8 "EffectiveDate" weans November 1, 1999. Except as amended herein, the Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment on the date and year first above written. EXECUTIVE: COMPANY: FIRST SOUTH BANK
s/ Barry L. Slider --------------------Barry L. Slider COMPANY: By: s/V. Lewis Shuler ---------------------------Title: Executive Vice President

SECOND AMENDMENT TO

FIRST AMENDMENT TO FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS AMENDMENT is made this 27 day of April, 2000, by and between the First South Bank, a state bank located in Spartanburg, South Carolina (the "Company"), and BARRY L. SLIDER (the "Executive). WITNESSETH: WHEREAS, the Executive and the Company entered into a Salary Continuation Agreement (the "Agreement") dated November 19, 1999; and WHEREAS, the Executive and the Company are desirous of amending the language to the Agreement. NOW, THEREFORE, in consideration of the premises, the Executive and the Company agree to amend the "Agreement" as follows: Paragraph 1.1.8 is amended to read as follows: 1.1.8 "EffectiveDate" weans November 1, 1999. Except as amended herein, the Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment on the date and year first above written. EXECUTIVE: COMPANY: FIRST SOUTH BANK
s/ Barry L. Slider --------------------Barry L. Slider COMPANY: By: s/V. Lewis Shuler ---------------------------Title: Executive Vice President

SECOND AMENDMENT TO FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT

SECOND AMENDMENT TO FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS SECOND AMENDMENT executed on this 19th day of June, 2001, by and between FIRST SOUTH BANK, located in Spartanburg, South Carolina (the "Company") and BARRY L. SLIDER (the "Executive"). WITNESSETH: WHEREAS, the Executive and the Company entered into the FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT on November 19, 1999, and on April 27, 2000 the Company and the Executive executed a FIRST AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT (the "Agreement"). WHEREAS, the Executive and the Company are desirous of amending the language to the Agreement. NOW, THEREFORE, in consideration of the premises, the Executive and the Company agree to amend the "Agreement" as follows: Paragraph 1.1.11 is amended to read as follows: 1.1.11 "Plan Year" means a twelve-month period commencing on November 1 and ending on October 31 of each year. The first Plan Year shall commence on the Effective Date of this Agreement. Paragraph 2.3.1 is amended to read as follows; 2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Termination of Employment occurs. Except as amended herein, the Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have entered into this Second Amendment on the date and year first above written. EXECUTIVE COMPANY: FIRST SOUTH BANK
s/ Barry L. Slider -----------------By V. Lewis Shuler ---------------

Barry L. Slider

Title EVP & CFO ---------

THIRD AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT DATED NOVEMBER 19,1999 AND AMENDED APRIL 27,2000 AND JUNE 19, 2001 FOR BARRY L. SLIDER THIS THIRD AMENDMENT is adopted this 20th day of March , 2007, effective as of January 1, 2005, by and between First South Bank, a state bank located in Spartanburg, South Carolina (the "Company") and Barry

THIRD AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT DATED NOVEMBER 19,1999 AND AMENDED APRIL 27,2000 AND JUNE 19, 2001 FOR BARRY L. SLIDER THIS THIRD AMENDMENT is adopted this 20th day of March , 2007, effective as of January 1, 2005, by and between First South Bank, a state bank located in Spartanburg, South Carolina (the "Company") and Barry L. Slider (the "Executive"). The Company and the Executive executed the Salary Continuation Agreement on November 19, 1999 effective as of November 1, 1999, and executed a First Amendment on April 27, 2000, and a Second Amendment on June 19, 2001 (the "Agreement"). The parties intend this Third Amendment to be a material modification of the Agreement such that all amounts earned and vested prior to December 31, 2004 shall be subject to the provisions of Code Section 409A. The undersigned hereby amend the Agreement for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall be made: Section 1.1.5 of the Agreement shall be deleted in its entirety and replaced by the following:
1.1.5 "Disability" means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of

not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company provided that the definition of "disability" applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administration's or the provider's determination.

The following Section 1.1.11a shall be added to the Agreement immediately following Section 1.1.11: IA.11a. "Specified Employee" means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities market or otherwise. Section 1.1.13 of the Agreement shall be deleted in its entirety and replaced by the following: 1.1.13 "Termination of Employment" means the termination of the Executive's employment with the Company for reasons other than death. Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive's employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination. A change in the Executive's employment status will not be considered a Termination of Employment if: (a) the Executive continues to provide services as an employee of the Company at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar

The following Section 1.1.11a shall be added to the Agreement immediately following Section 1.1.11: IA.11a. "Specified Employee" means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities market or otherwise. Section 1.1.13 of the Agreement shall be deleted in its entirety and replaced by the following: 1.1.13 "Termination of Employment" means the termination of the Executive's employment with the Company for reasons other than death. Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive's employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination. A change in the Executive's employment status will not be considered a Termination of Employment if: (a) the Executive continues to provide services as an employee of the Company at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period), or (b) the Executive continues to provide services to the Company in a capacity other than as an employee of the Company at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period). The following Section 1.1.14 shall be added to the Agreement immediately following Section 1.1.13: 1.1.14 " Unforeseeable Emergency" means a severe financial hardship to the Executive resulting from an illness or accident of the Executive, the Executive's spouse, or the Executive's dependent (as defined in Section 152(a) of the Code), loss of the Executive's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive.

Section 2.3.2 of the Agreement shall be deleted in its entirety and replaced by the following:
2.3.2 Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following Termination of Employment and continuing for two-hundred fifteen (215) additional months, for a total of two-hundred sixteen (216) monthly payments.

The following Sections 2.5, 2.6, 2.7 and 2.8 shall be added to the Agreement immediately following Section 2.4.2: 2.5 Restriction on Timing of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Termination of Employment under such procedures as established by the Company in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Employment may not commence earlier than six (6) months after the date of such Termination of Employment. Therefore, in the event this Section 2.5 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Termination of Employment shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Termination of Employment. All subsequent distributions shall be paid in the manner specified.

Section 2.3.2 of the Agreement shall be deleted in its entirety and replaced by the following:
2.3.2 Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following Termination of Employment and continuing for two-hundred fifteen (215) additional months, for a total of two-hundred sixteen (216) monthly payments.

The following Sections 2.5, 2.6, 2.7 and 2.8 shall be added to the Agreement immediately following Section 2.4.2: 2.5 Restriction on Timing of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Termination of Employment under such procedures as established by the Company in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Employment may not commence earlier than six (6) months after the date of such Termination of Employment. Therefore, in the event this Section 2.5 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Termination of Employment shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Termination of Employment. All subsequent distributions shall be paid in the manner specified. 2.6 Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of any amount into the Executive's income as a result of the failure of this non qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the entire amount accrued by the Company with respect to the Company's obligations hereunder, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure. 2.7 Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes: (a) may not accelerate the time or schedule of any distribution, except as provided in Section 409 A of the Code and the regulations thereunder; (b) must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and (c) must take effect not less than twelve (12) months after the election is made. 2.8 Hardship Distribution. The Company may make a hardship distribution under the circumstances described in Section 2.8.1 below. Any such distribution shall require the adjustment described in Section 2.8.2 to any amounts to be paid under Article 2 or 3.

2.8.1

Application for and Amount of Hardship Distribution. If an Unforeseeable Emergency occurs, the Executive would then be entitled to receive a distribution under the Agreement, but not before January 1, 2008. The Company's Board of Directors ("the Board") shall make such distribution upon application by the Executive. If applied for by Executive, the Executive shall receive, within sixty (60) days, a Hardship Distribution from the Agreement (i) only to the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution; and (ii) after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Executive's assets (to the extent the liquidation would not itself cause severe financial hardship). In any event, the maximum amount which may be paid out pursuant to this Section 2.8 is the amount the Company has accrued with respect to the Company's obligations hereunder as

2.8.1

Application for and Amount of Hardship Distribution. If an Unforeseeable Emergency occurs, the Executive would then be entitled to receive a distribution under the Agreement, but not before January 1, 2008. The Company's Board of Directors ("the Board") shall make such distribution upon application by the Executive. If applied for by Executive, the Executive shall receive, within sixty (60) days, a Hardship Distribution from the Agreement (i) only to the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution; and (ii) after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Executive's assets (to the extent the liquidation would not itself cause severe financial hardship). In any event, the maximum amount which may be paid out pursuant to this Section 2.8 is the amount the Company has accrued with respect to the Company's obligations hereunder as of the day that the Executive petitioned the Board to receive a Hardship Distribution under this Section. Benefit Adjustment. At the time of any Hardship Distribution, the amount the Company has accrued with respect to the Company's obligations hereunder shall be reduced by the amount of the Hardship Distribution and the benefits to be paid under Article 2 or Article 3 hereof shall reflect such reduced amount.

2.8.2

Section 5.1 of the Agreement shall be deleted in its entirety. Article 7 of the Agreement shall be deleted in its entirety and replaced by the following: Article 7 Amendments and Termination 7.1 Amendments. This Agreement may be amended only by a written agreement signed by the Company and the Executive. However, the Company may unilaterally amend this Agreement to conform with written directives to the Company from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder. 7.2 Plan Termination Generally. This Agreement may be terminated only by a written agreement signed by the Company and the Executive. The benefit hereunder shall be the amount the Company has accrued with respect to the obligations hereunder as of the date the Agreement is terminated. Except as provided in Section 7.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3. 7.3 Plan Terminations Under Section 409A, Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates in the following circumstances:

(a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts

(a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company's termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Company may distribute the entire amount accrued by the Company with respect to the Company's obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. The following Section 8.13 shall be added to the Agreement immediately following Section 8.12: 8.13 Compliance with Section 409A. This Agreement shall at all times be administered and the provisions of this Agreement shall be interpreted consistent with the requirements of Section 409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the Effective Date of this Agreement. IN WITNESS OF THE ABOVE, the Company and the Executive hereby consent to this Third Amendment.
Executive: s/ Barry L. Slider -----------------Barry L. Slider First South Bank By Michael L. Woodrum -----------------Title HR and Training Director ------------------------

FOURTH AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT DATED NOVEMBER 19,1999 AND AMENDED APRIL 27,2000 AND JUNE 19,2001 AND MARCH 20,2007 FOR BARRY L. SLIDER THIS FOURTH AMENDMENT is adopted this 28th day of September 2007, by and between First South Bank, a state bank located in Spartanburg, South Carolina (the "Company") and Barry L. Slider (the "Executive"). The Company and the Executive executed the Salary Continuation Agreement on November 19, 1999 effective as of November 1, 1999, and executed a First Amendment on April 27, 2000, and a Second Amendment on June 19, 2001 and a Third Amendment on March 20, 2007 (the "Agreement").

FOURTH AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT DATED NOVEMBER 19,1999 AND AMENDED APRIL 27,2000 AND JUNE 19,2001 AND MARCH 20,2007 FOR BARRY L. SLIDER THIS FOURTH AMENDMENT is adopted this 28th day of September 2007, by and between First South Bank, a state bank located in Spartanburg, South Carolina (the "Company") and Barry L. Slider (the "Executive"). The Company and the Executive executed the Salary Continuation Agreement on November 19, 1999 effective as of November 1, 1999, and executed a First Amendment on April 27, 2000, and a Second Amendment on June 19, 2001 and a Third Amendment on March 20, 2007 (the "Agreement"). The parties intend this Fourth Amendment to be a material modification of the Agreement such that all amounts earned and vested prior to December 31, 2004 shall be subject to the provisions of Code Section 409A. The undersigned hereby amend the Agreement to reflect the final 409A Treasury Regulations. Therefore, the following changes shall be made: Section 1.13 of the Agreement shall be deleted in its entirety and replaced by the following: 1.13 "Termination of Employment means termination of the Executive's employment with the Company for reasons other than death or Disability. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Company if the Executive has been providing services to the Company less than thirty-six (36) months). Sections 2.3, 2.3.1 and 2.3.2 of the Agreement shall be deleted in their entirety and replaced by the following: 2.3 Disability Benefit. If the Executive experiences a Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.

2.3.1

2.3.2

Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to such Disability. Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following such Disability and continuing for two-hundred fifteen (215) additional months, for a total of two-hundred sixteen (216) monthly payments. shall be deleted in their entirety and

Section 2.4.2 of the Agreement replaced by the following: 2.4.2

Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following Normal Retirement Age and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments.

2.3.1

2.3.2

Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to such Disability. Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following such Disability and continuing for two-hundred fifteen (215) additional months, for a total of two-hundred sixteen (216) monthly payments. shall be deleted in their entirety and

Section 2.4.2 of the Agreement replaced by the following: 2.4.2

Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following Normal Retirement Age and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments.

Section 2.7 of the Agreement shall be deleted in its entirety and replaced by the following: 2.7 Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes: (a) may not accelerate the time or schedule of any distribution, except as provided in Section 409 A of the Code and the regulations thereunder; (b) must, for benefits distributable under Sections 2.2 and 2.4, be made at least twelve (12) months prior to the first scheduled distribution; (c) must, for benefits distributable under Sections 2.1, 2.2 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and (d) must take effect not less than twelve (12) months after the election is made. Section 7.3 of the Agreement shall be deleted in its entirety and replaced by the following: 7.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such

termination of the Agreement and further provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-l(c) if the Executive participated in such arrangements ("Similar Arrangements"), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company

termination of the Agreement and further provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-l(c) if the Executive participated in such arrangements ("Similar Arrangements"), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the amount the Company has accrued with respect to the Company's obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. (d) Schedule A shall be deleted in its entirety and replaced with the following Schedule A. IN WITNESS OF THE ABOVE, the Company and the Executive hereby consent to this Fourth Amendment.
Executive s/ Barry L. Slider --------------------------Barry L. Slider First South Bank By s/ V. Lewis Shuler -----------------Title EVP/CFO

Exhibit 10.4.5. FIRST SOUTH BANK SPLIT DOLLAR AGREEMENT THIS AGREEMENT is made and entered into this 19th day of November, 1999, by and between FIRST SOUTH BANK, a state chartered commercial bank located in Spartanburg, South Carolina (the "Company"), and DOROTHY L. SLIDER, as Trustee of the BARRY L. SLIDER IRREVOCABLE TRUST AGREEMENT dated June 23,1999 (the "Trust"). This Agreement shall append the Split Dollar Endorsement entered into on November 19, 1999, by and between the aforementioned parties. INTRODUCTION WHEREAS, BARRY L. SLIDER (the "Executive") has contributed substantially to the success of the Company. The Company, as a fringe benefit, is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Company will pay life insurance premiums from its general assets. Article 1 General Definitions The following terms shall have the meanings specified: 1.1 "Insured" means the Executive.

Exhibit 10.4.5. FIRST SOUTH BANK SPLIT DOLLAR AGREEMENT THIS AGREEMENT is made and entered into this 19th day of November, 1999, by and between FIRST SOUTH BANK, a state chartered commercial bank located in Spartanburg, South Carolina (the "Company"), and DOROTHY L. SLIDER, as Trustee of the BARRY L. SLIDER IRREVOCABLE TRUST AGREEMENT dated June 23,1999 (the "Trust"). This Agreement shall append the Split Dollar Endorsement entered into on November 19, 1999, by and between the aforementioned parties. INTRODUCTION WHEREAS, BARRY L. SLIDER (the "Executive") has contributed substantially to the success of the Company. The Company, as a fringe benefit, is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Company will pay life insurance premiums from its general assets. Article 1 General Definitions The following terms shall have the meanings specified: 1.1 "Insured" means the Executive. 1.2 "Insurer" means Jefferson Pilot Life Insurance Company. 1.3 "Normal Retirement Age" means the Executive's sixty-fifth (65) birthday. 1.4 "Policy" means insurance policy # JP 5081391 issued by the Insurer. 1.5 "Termination of Employment" means the Executive ceasing to be employed by the Company for any reason whatsoever, other than by reason of (a) an approved leave of absence, (b) the Executive's death, (c) a change of control (as defined in the Salary Continuation Agreement between the Company and the Executive effective January 1,1999), or (d) the Executive's disability (as defined in said Salary Continuation Agreement). 1.6 "Trustee " refers to the trustee or trustees of the Trust.

Article 2 Policy Ownership/Interests 2.1 Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the direct beneficiary of an amount of death proceeds equal to the greater of: (a) the cash surrender value of the Policy plus the amount from Schedule A. or (b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer. 2.2 Trust's Interest. The Trust shall be the beneficiary of any remaining death proceeds of the Policy after payment of the amount due the Company under Section 2.2. The Trust shall also have the right to elect and change settlement options that may be permitted. Provided, however, the Executive, the Trust or its transferee beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this Section 2.2 upon the Executive's Termination of Employment prior to Normal Retirement Age. 2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Trust or the Trust's transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the

Article 2 Policy Ownership/Interests 2.1 Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the direct beneficiary of an amount of death proceeds equal to the greater of: (a) the cash surrender value of the Policy plus the amount from Schedule A. or (b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer. 2.2 Trust's Interest. The Trust shall be the beneficiary of any remaining death proceeds of the Policy after payment of the amount due the Company under Section 2.2. The Trust shall also have the right to elect and change settlement options that may be permitted. Provided, however, the Executive, the Trust or its transferee beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this Section 2.2 upon the Executive's Termination of Employment prior to Normal Retirement Age. 2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Trust or the Trust's transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Company to terminate this Agreement. 2.4 Comparable Coverage. Upon Termination of Employment after the Executive's Normal Retirement Age, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Trust's interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement. The Policy or any comparable policy shall be subject to the claims of the Company's creditors. Article 3 Premiums 3.1 Premium Payment. The Company shall pay any premiums due on the Policy. 3.2 Imputed Income. The Company shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

Article 4 Assignment The Trust may assign without consideration all interests in the Policy and in this Agreement to any person, entity or other trust other than the Executive. In the event the Trust shall transfer all of its interest in the Policy, then all of the Trust's interest in the Policy and in the Agreement shall be vested in its transferee, who shall be substituted as a party hereunder and the Trust shall have no further interest in the Policy or in this Agreement. Article 5 Insurer The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement. Article 6 Executive The Executive is not a party to this Agreement or to the corresponding Endorsement. Except as otherwise provided herein, the Executive shall have no rights, title or interest hereunder. Specifically, the Executive shall have no right to cancel, surrender or assign the Policy, change the beneficiary, revoke any assignment affecting the Policy, pledge the Policy for a loan, or obtain from the Insurer a loan against the cash surrender value of the

Article 4 Assignment The Trust may assign without consideration all interests in the Policy and in this Agreement to any person, entity or other trust other than the Executive. In the event the Trust shall transfer all of its interest in the Policy, then all of the Trust's interest in the Policy and in the Agreement shall be vested in its transferee, who shall be substituted as a party hereunder and the Trust shall have no further interest in the Policy or in this Agreement. Article 5 Insurer The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement. Article 6 Executive The Executive is not a party to this Agreement or to the corresponding Endorsement. Except as otherwise provided herein, the Executive shall have no rights, title or interest hereunder. Specifically, the Executive shall have no right to cancel, surrender or assign the Policy, change the beneficiary, revoke any assignment affecting the Policy, pledge the Policy for a loan, or obtain from the Insurer a loan against the cash surrender value of the Policy. Article 7 Claims Procedure 7.1 Claims Procedure. The Company shall notify the Trust, the Trust's transferee or beneficiary, or any other party who claims a right to an interest under the Agreement (the "Claimant') in writing, within ninety (90) days of his or her written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (a) the specific reasons for such denial, (b) a specific reference to the provisions of this Agreement on which the denial is based, (c) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (d) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) days.

7.2 Review Procedure, If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty (60) day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Company, but notice of this deferral shall be given to the Claimant. Article 8 Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the

7.2 Review Procedure, If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty (60) day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Company, but notice of this deferral shall be given to the Claimant. Article 8 Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Trustee. However, unless otherwise agreed to by the Company and the Trust, this Agreement will automatically terminate upon the Executive's Termination of Employment prior to Normal Retirement Age. Article 9 Miscellaneous 9.1 Binding Effect. This Agreement shall bind the Trust and the Company, their beneficiaries, survivors, administrators and transferees, and any Policy beneficiary. 9.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. This Agreement also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time. Nothing in this Agreement shall be construed as an employment agreement, either express or implied. 9.3 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company.

9.4 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of South Carolina, except to the extent preempted by the laws of the United States of America. 9.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand. 9.6 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Trust as to the subject matter hereof. No rights are granted to the Trust by virtue of this Agreement other than those specifically set forth herein. 9.7 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to: (a) Interpreting the provisions of the Agreement;

9.4 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of South Carolina, except to the extent preempted by the laws of the United States of America. 9.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand. 9.6 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Trust as to the subject matter hereof. No rights are granted to the Trust by virtue of this Agreement other than those specifically set forth herein. 9.7 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to: (a) Interpreting the provisions of the Agreement; (b) Establishing and revising the method of accounting for the Agreement; (c) Maintaining a record of benefit payments; and (d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement. 9.8 Named Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities under this Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
TRUST: COMPANY:

BARRY L. SLIDER IRREVOCABLE TRUST AGREEMENT DATED JUNE 23, 1999

FIRST SOUTH BANK

By:

s/ Dorthy L. Slider --------------------------------------DORTHY L. SLIDER, Trustee

By:

s/ V. Lewis Shuler ---------------------EVP/CFO

Title:

SPLIT DOLLAR POLICY ENDORSEMENT FIRST SOUTH BANK SPLIT DOLLAR AGREEMENT Policy No. JP 5081391 Insured: BARRY L. SLIDER Supplementing and amending the application of August 12, 1999, to Jefferson Pilot Life Insurance Company ("Insurer"), the applicant requests and directs that: BENEFICIARIES (1) FIRST SOUTH BANK, a state chartered commercial bank located in Spartanburg, South Carolina (the

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
TRUST: COMPANY:

BARRY L. SLIDER IRREVOCABLE TRUST AGREEMENT DATED JUNE 23, 1999

FIRST SOUTH BANK

By:

s/ Dorthy L. Slider --------------------------------------DORTHY L. SLIDER, Trustee

By:

s/ V. Lewis Shuler ---------------------EVP/CFO

Title:

SPLIT DOLLAR POLICY ENDORSEMENT FIRST SOUTH BANK SPLIT DOLLAR AGREEMENT Policy No. JP 5081391 Insured: BARRY L. SLIDER Supplementing and amending the application of August 12, 1999, to Jefferson Pilot Life Insurance Company ("Insurer"), the applicant requests and directs that: BENEFICIARIES (1) FIRST SOUTH BANK, a state chartered commercial bank located in Spartanburg, South Carolina (the "Company"), shall be the direct beneficiary of death proceeds equal to the greater of: (a) the cash surrender value of the Policy plus the amount from Schedule A. or (b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer. (2) The beneficiary of any remaining death proceeds shall be DOROTHY L. SLIDER, as TRUSTEE of the BARRY L. SLIDER IRREVOCABLE TRUST AGREEMENT dated June 23, 1999 (the "Trust") or the Trust's transferee, subject to the provisions of paragraph (5) below. OWNERSHIP (3) The Owner of the policy shall be the Company. The Owner shall have all ownership rights in the Policy except as may be specifically granted to the Trust or its transferee in paragraph (4) of this endorsement. (4) The Trust or its transferee shall have the right to assign all rights and interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement, and to exercise all settlement options with respect to such death proceeds. (5) Notwithstanding the provisions of paragraph (4) above, the Trust or its transferee shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement upon the Insured's Termination of Employment prior to Normal Retirement Age unless otherwise agreed to by the Company and the Executive. MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY Upon the death of the Insured, the interest of any collateral assignee of the Owner of the Policy designated in paragraph (3) above shall be limited to the portion of the proceeds described in paragraph (1) above.

MISCELLANEOUS

SPLIT DOLLAR POLICY ENDORSEMENT FIRST SOUTH BANK SPLIT DOLLAR AGREEMENT Policy No. JP 5081391 Insured: BARRY L. SLIDER Supplementing and amending the application of August 12, 1999, to Jefferson Pilot Life Insurance Company ("Insurer"), the applicant requests and directs that: BENEFICIARIES (1) FIRST SOUTH BANK, a state chartered commercial bank located in Spartanburg, South Carolina (the "Company"), shall be the direct beneficiary of death proceeds equal to the greater of: (a) the cash surrender value of the Policy plus the amount from Schedule A. or (b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer. (2) The beneficiary of any remaining death proceeds shall be DOROTHY L. SLIDER, as TRUSTEE of the BARRY L. SLIDER IRREVOCABLE TRUST AGREEMENT dated June 23, 1999 (the "Trust") or the Trust's transferee, subject to the provisions of paragraph (5) below. OWNERSHIP (3) The Owner of the policy shall be the Company. The Owner shall have all ownership rights in the Policy except as may be specifically granted to the Trust or its transferee in paragraph (4) of this endorsement. (4) The Trust or its transferee shall have the right to assign all rights and interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement, and to exercise all settlement options with respect to such death proceeds. (5) Notwithstanding the provisions of paragraph (4) above, the Trust or its transferee shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement upon the Insured's Termination of Employment prior to Normal Retirement Age unless otherwise agreed to by the Company and the Executive. MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY Upon the death of the Insured, the interest of any collateral assignee of the Owner of the Policy designated in paragraph (3) above shall be limited to the portion of the proceeds described in paragraph (1) above.

MISCELLANEOUS In the event of any conflict between this endorsement and the Split Dollar Agreement between the parties of even date (the "Agreement"), the Agreement shall control. All capitalized terms not defined in this endorsement shall have the meaning assigned them in the Agreement. OWNERS AUTHORITY The Insurer is hereby authorized to recognize the Owner's claim to rights hereunder without investigating the reason for any action taken by the Owner, including its statement of the amount of premiums it has paid on the Policy. The signature of the Owner shall be sufficient for the exercise of any rights under this endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release therefore to the Insurer. Any transferee's rights shall be subject to this endorsement. The Owner accepts and agrees to this split dollar endorsement. Signed at Spartanburg, South Carolina, this 19th day of November, 1999.

MISCELLANEOUS In the event of any conflict between this endorsement and the Split Dollar Agreement between the parties of even date (the "Agreement"), the Agreement shall control. All capitalized terms not defined in this endorsement shall have the meaning assigned them in the Agreement. OWNERS AUTHORITY The Insurer is hereby authorized to recognize the Owner's claim to rights hereunder without investigating the reason for any action taken by the Owner, including its statement of the amount of premiums it has paid on the Policy. The signature of the Owner shall be sufficient for the exercise of any rights under this endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release therefore to the Insurer. Any transferee's rights shall be subject to this endorsement. The Owner accepts and agrees to this split dollar endorsement. Signed at Spartanburg, South Carolina, this 19th day of November, 1999. COMPANY: FIRST SOUTH BANK
By: s/ V. Lewis Shuler --------------------Its: EVP/CFO

The Trust accepts and agrees to the foregoing as direct beneficiary of the portion of the proceeds described in paragraph (2) above. Signed at Spartanburg, South Carolina, this 19th day of November, 1999. TRUST: BARRY L. SLIDER IRREVOCABLE TRUST AGREEMENT DATED JUNE 23, 1999
By: s/ Dorthy L. Slider ----------------------------------DOROTHY L. SLIDER, Trustee

First South Bank Barry L. Slider Split Dollar Agreement and Endorsement Schedule A
Policy Year In Which Death Occurs -----1 2 3 4 5 6 7 8 9 Additional Death Benefit to the Company ------68,839 76,360 84,635 93,747 103,786 114,856 127,074 140,573 155,507

First South Bank Barry L. Slider Split Dollar Agreement and Endorsement Schedule A
Policy Year In Which Death Occurs -----1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Thereafter Additional Death Benefit to the Company ------68,839 76,360 84,635 93,747 103,786 114,856 127,074 140,573 155,507 172,053 190,417 210,847 233,639 259,163 287,893 320,479 357,894 401,867 457,000 457,000

Bank Compensation Strategies Group

Exhibit 10.4.6 FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is made this 19th day November, 1999, by and between FIRST SOUTH BANK, a state bank with a principal office in Spartanburg, South Carolina (the "Company") and V. LEWIS SHULER (the "Executive").' INTRODUCTION To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets. AGREEMENT Now, therefore, in consideration of the mutual covenants and agreements herein, the Executive and the Company agree as follows: Article 1 Definitions 1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified: 1.1.1 "Accrual Balance "means the amount of death benefits payable to the Executive pursuant to Section 3.1 of this Agreement and set forth in the attached Schedule A. 1.1.2 "Board" or "Board of Directors" means the Board of Directors of the Company.

Exhibit 10.4.6 FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS SALARY CONTINUATION AGREEMENT (the "Agreement") is made this 19th day November, 1999, by and between FIRST SOUTH BANK, a state bank with a principal office in Spartanburg, South Carolina (the "Company") and V. LEWIS SHULER (the "Executive").' INTRODUCTION To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets. AGREEMENT Now, therefore, in consideration of the mutual covenants and agreements herein, the Executive and the Company agree as follows: Article 1 Definitions 1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified: 1.1.1 "Accrual Balance "means the amount of death benefits payable to the Executive pursuant to Section 3.1 of this Agreement and set forth in the attached Schedule A. 1.1.2 "Board" or "Board of Directors" means the Board of Directors of the Company. 1.1.3 "Change of Control" means (i) the acquisition by any person, group of persons or entities of the beneficial ownership or power to vote more than twenty (20%) percent of the Company's outstanding stock, or (ii) during any period of two (2) consecutive years, a change in the majority of the Board unless the election of each new director was approved by at least two-thirds of the directors then still in office who were directors at the beginning of such two (2) year period, or (iii) a reorganization, merger, exchange of shares, combination or consolidation of the Company with one or more other corporations or other legal entities in which the Company is not surviving the corporation, or a transfer of all or substantially all of the assets of the Company to another person or entity.

(iv) Notwithstanding any other provision in this Agreement, "Change of Control" shall not be construed to mean the formation of a bank holding company or other entity approved in advance by the Board or any changes in ownership of the Company's assets or stock as the result of the formation of such an entity. 1.1.4 "Code" means the Internal Revenue Code of 1986, as amended. References to a Code section shall be deemed to be that section as it now exists and to any successor provision. 1.1.5 "Disability" means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Executive is not covered by such a policy, Disability means the Executive suffering a sickness, accident or injury that, in the judgment of a physician appointed and paid by the Company, prevents the Executive from performing substantially all of the Executive's normal duties for the Company. As a condition to any benefits, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company's Board of Directors deems appropriate. 1.1.6 "Early Termination" means the Termination of Employment before Normal Retirement Age for reasons

(iv) Notwithstanding any other provision in this Agreement, "Change of Control" shall not be construed to mean the formation of a bank holding company or other entity approved in advance by the Board or any changes in ownership of the Company's assets or stock as the result of the formation of such an entity. 1.1.4 "Code" means the Internal Revenue Code of 1986, as amended. References to a Code section shall be deemed to be that section as it now exists and to any successor provision. 1.1.5 "Disability" means, if the Executive is covered by a Company sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Executive is not covered by such a policy, Disability means the Executive suffering a sickness, accident or injury that, in the judgment of a physician appointed and paid by the Company, prevents the Executive from performing substantially all of the Executive's normal duties for the Company. As a condition to any benefits, the Company may require the Executive to submit to such physical or mental evaluations and tests as the Company's Board of Directors deems appropriate. 1.1.6 "Early Termination" means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability, Termination for Cause or following a Change of Control. 1.1.7 "Early Termination Date" means the month, day and year in which Early Termination occurs. 1.1.8 "Effective Dale "means January 1, 1999. 1.1.9 "Normal Retirement Age" means the Executive's sixty-fifth (65th ) birthday. 1.1.10 "Normal Retirement Date" means the later of the Normal Retirement Age or Termination of Employment. 1.1.11 "Plan Year" means a twelve-month period commencing on January 1st and ending on December 31st of each year. The first Plan Year shall commence on the Effective Date of this Agreement. 1.1.12 'Termination for Cause "shall have the meaning set forth in Section 5.2. 1.1.13 'Termination of Employment "'means that the Executive ceases to be employed by the Company for any reason whatsoever other than by reason of a leave of absence that is approved by the Company. For purposes of this Agreement, if there is a dispute over the employment status of the Executive or the date of the Executive's Termination of Employment, the Board shall have the sole and absolute right to decide the dispute. 2

Article 2 Lifetime Benefits 2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than the Executive's death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement. 2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 for the first Plan Year is twenty thousand four hundred eighty-four ($20,484) dollars as stated on the attached Schedule A. The annual benefit will be increased two (2.0%) percent each Plan Year thereafter, until Termination of Employment. The Board, in its sole discretion, may increase the annual benefit under this Section 2.1.1 beyond the annual two (2.0%) percent increase; however, any such increase shall require the restatement of Schedule A. 2.1.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Date and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. 2.2 Early Termination Benefit. Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.

Article 2 Lifetime Benefits 2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than the Executive's death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement. 2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 for the first Plan Year is twenty thousand four hundred eighty-four ($20,484) dollars as stated on the attached Schedule A. The annual benefit will be increased two (2.0%) percent each Plan Year thereafter, until Termination of Employment. The Board, in its sole discretion, may increase the annual benefit under this Section 2.1.1 beyond the annual two (2.0%) percent increase; however, any such increase shall require the restatement of Schedule A. 2.1.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Date and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. 2.2 Early Termination Benefit. Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Agreement. 2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the Early Termination Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the Early Termination Date. 2.2.2 Payment of Benefit. The Company shall pay the annual benefit to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Executive's Normal Retirement Age and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. 2.3 Disability Benefit. If the Executive terminates employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement. 2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Termination of Employment occurs. However, any increase in the annual benefit under Section 2.1.1 would require the recalculation of the Disability benefit on Schedule A. The Disability Annual Benefit amount is determined by calculating a fixed annuity which is payable in one hundred seventy-nine (179) equal monthly installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of seven and one-half (7.5%) percent, compounded monthly. 3

2.3.2 Payment of Benefit. The Company shall pay the annual benefit amount to the . Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Termination of Employment and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. Upon petition by the Executive, the Company, in its sole discretion, may instead pay the benefit in an amount equal to the Accrual Balance in a lump sum within sixty (60) days of Termination of Employment in lieu of any other benefit under this Agreement. 2.4 Change of Control Benefit. Upon Termination of Employment following a Change of Control, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement. 2.4.1 Amount of Benefit. The annual benefit under this Section 2.4 is the Change of Control Annual Benefit amount set forth on Schedule A for the Plan Year in which Termination of Employment occurs. 2.4.2 Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and

2.3.2 Payment of Benefit. The Company shall pay the annual benefit amount to the . Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Termination of Employment and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. Upon petition by the Executive, the Company, in its sole discretion, may instead pay the benefit in an amount equal to the Accrual Balance in a lump sum within sixty (60) days of Termination of Employment in lieu of any other benefit under this Agreement. 2.4 Change of Control Benefit. Upon Termination of Employment following a Change of Control, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement. 2.4.1 Amount of Benefit. The annual benefit under this Section 2.4 is the Change of Control Annual Benefit amount set forth on Schedule A for the Plan Year in which Termination of Employment occurs. 2.4.2 Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following the Normal Retirement Date and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments. Article 3 Death Benefits 3.1 Death Benefits. If the Executive dies while employed by the Company and prior to commencement of any benefits due under Article 2, the Company shall pay to the Executive's beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of any other benefit under this Agreement. 3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Accrual Balance set forth in Schedule A for the Plan Year ending immediately prior to the Executive's death. 3.1.2 Payment of Benefit, The Company shall pay the benefit to the Executive's beneficiary in a lump sum within sixty (60) days following the Executive's death. Article 4 Beneficiaries 4.1 Beneficiary Designations. The Executive shall designate a primary and contingent beneficiary by filing a written designation with the Company. The Executive may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Executive and accepted by the Company during the Executive's lifetime. The Executive's beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary and the marriage is subsequently dissolved. If the Executive dies 4

without a valid beneficiary designation, all payments shall be made to the Executive's surviving spouse, if any, and if none, to the Executive's surviving descendants, per stirpes, and if no surviving spouse and descendants, to the Executive's estate. If Executive dies and subsequently the beneficiary receiving benefit payments dies, then any remaining payments shall be paid pursuant to a written beneficiary designation filed with the Company made by such beneficiary, or if none to such beneficiary's estate. 4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, conservator, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Company may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit. Article 5

without a valid beneficiary designation, all payments shall be made to the Executive's surviving spouse, if any, and if none, to the Executive's surviving descendants, per stirpes, and if no surviving spouse and descendants, to the Executive's estate. If Executive dies and subsequently the beneficiary receiving benefit payments dies, then any remaining payments shall be paid pursuant to a written beneficiary designation filed with the Company made by such beneficiary, or if none to such beneficiary's estate. 4.2 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, conservator, legal representative or person having the care or custody of such minor, incapacitated person or incapable person. The Company may require proof of incapacity, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit. Article 5 General Limitations Notwithstanding any provision of this Agreement to the contrary, Executive shall irrevocably forfeit and the Company shall not pay any benefit under this Agreement if any of the events described in Sections 5.1 - 5.3 below occur: 5.1 Excess Parachute Payment. In the event that the benefit payable to the Executive pursuant to this Agreement should cause a "parachute payment,(11) as defined in Code section 280G(b)(2) of the Code, then such benefit shall be reduced One Dollar (SI.00) at a time until the payment will not constitute a parachute payment. In the event the benefit the Executive receives under this Agreement should be incorrectly calculated so that such amount constitutes a parachute payment, then the Executive will promptly refund to Company the excess amount. Excess amount shall mean the amount in excess of the Executive's base amount, as defined in Code Section 280G(b)(3), multiplied by 2.999. 5.2 Termination for Cause. If the Company terminates the Executive's employment for: 5.2.1 any willful act of misconduct or gross negligence, prior to a Change of Control, which is materially injurious to the Company monetarily or otherwise; 5.2.2 a criminal conviction of the Executive for any act involving the business and affairs of the Company; or 5.2.3 a criminal conviction of the Executive for commission of a felony, the circumstances of which substantially relate to the Executive's position with the Company. 5.3 Suicide or Misstatement. If the Executive commits suicide within two (2) years after the date of this Agreement, or if the Executive has made any material misstatement of fact on any application for life insurance purchased by the Company. 5

5.4 No Duplication of Benefits. Each of the benefits described in Articles 2 and 3 are intended to be separate benefits and mutually exclusive of the other so that once benefit payments commence under one Section the Executive (or his beneficiary, as the case may be) shall not thereafter receive payments or become entitled to benefits under another Section. Article 6 Claims and Review Procedures 6.1 Claims Procedure. The Company shall notify any person or entity that makes a claim pursuant to this Agreement (the "Claimant") in writing, within ninety (90) days of the Claimant's written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial,

5.4 No Duplication of Benefits. Each of the benefits described in Articles 2 and 3 are intended to be separate benefits and mutually exclusive of the other so that once benefit payments commence under one Section the Executive (or his beneficiary, as the case may be) shall not thereafter receive payments or become entitled to benefits under another Section. Article 6 Claims and Review Procedures 6.1 Claims Procedure. The Company shall notify any person or entity that makes a claim pursuant to this Agreement (the "Claimant") in writing, within ninety (90) days of the Claimant's written application for benefits, of his or her eligibility or noneligibility for benefits under the Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (1) the specific reasons for such denial, (2) a specific reference to the provisions of the Agreement on which the denial is based, (3) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) day period. 6.2 Review Procedure. If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company orally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty (60) day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the Claimant and the specific provisions of the Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Company, but notice of this deferral shall be given to the Claimant. Article 7 Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Article 8 Miscellaneous 8.1 Binding Effect. This Agreement shall bind the Executive and the Company, and their heirs, beneficiaries, survivors, legal representatives, personal representatives, assigns, successors, administrators and transferees. 6

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. This Agreement does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. This Agreement also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time. Nothing in this Agreement shall be construed as an employment agreement, either express or implied. 8.3 Non-Transferability. No amounts payable under this Agreement shall be transferable by the Executive. Further, the Executive may not sell, assign, alienate, pledge or otherwise encumber any benefits under this Agreement. 8.4 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or

8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. This Agreement does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. This Agreement also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time. Nothing in this Agreement shall be construed as an employment agreement, either express or implied. 8.3 Non-Transferability. No amounts payable under this Agreement shall be transferable by the Executive. Further, the Executive may not sell, assign, alienate, pledge or otherwise encumber any benefits under this Agreement. 8.4 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company. 8.5 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. 8.6 Applicable Law, The Agreement and all rights hereunder shall be governed by the laws of the State of South Carolina, except to the extent preempted by the laws of the United States of America. 8.7 Unfunded Arrangement. The Executive and any beneficiary of the Executive are general unsecured creditors of the Company for the payment of benefits under this Agreement. This Agreement shall always be an unfunded arrangement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life, if any, is a general asset of the Company to which the Executive and the Executive's beneficiary have no preferred or secured claim. Title to and beneficial ownership of any cash or assets Company may earmark to pay the Executive or his beneficiary shall at all times remain with Company. 8.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein. 8.9 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to: 8.9.1 Interpreting the provisions of the Agreement; 7
8.9.2 Establishing and revising for the Agreement; the method of accounting

8.9.3 8.9.4

Maintaining a record of benefit

payments;

and

Establishing rules and prescribing any forms necessary or desirable to administer the Agreement. 8.10 Named Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities under this Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

8.11 No Trust Created. Nothing contained in this Agreement, and no action taken pursuant to its provisions by either party hereto, shall create, nor be construed to create, a trust of any kind or a fiduciary relationship between the Company and the Executive, his designated beneficiary, any other beneficiary of the Executive or any other person.

8.9.2

Establishing and revising for the Agreement;

the method of

accounting

8.9.3 8.9.4

Maintaining a record of benefit

payments;

and

Establishing rules and prescribing any forms necessary or desirable to administer the Agreement. 8.10 Named Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities under this Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals.

8.11 No Trust Created. Nothing contained in this Agreement, and no action taken pursuant to its provisions by either party hereto, shall create, nor be construed to create, a trust of any kind or a fiduciary relationship between the Company and the Executive, his designated beneficiary, any other beneficiary of the Executive or any other person. 8.12 Date of Birth. The Executive hereby represents to the Company that his date of birth is June 8, 1943. IN WITNESS WHEREOF, the Executive and a duly authorized Company officer have executed and sealed this Agreement as of the date first above written.
Witnesses: COMPANY: FIRST s/ Jean P. Ellison -----------------s/ Melissa K. Littlefield ------------------------By: SOUTH BANK

s/ Barry L. Slider -------------------------President/CEO -------------------------EXECUTIVE:

Its:

s/ Jean P. Ellison ------------------

s/ V. Lewis Shuler ----------------------V. Lewis Shuler

s/ Melissa K Littlefield ------------------------

8

First South Bank V. Lewis Shuler Salary Continuation Plan - Schedule A
--------------------------------------------------------------------------------------------------------Early Term. Early Termination Change of Control Plan Benefit Accrual Vesting Vested Annual Benefit Annual Benefit Year Level Balance Schedule Benefit Payable at 65 Payable at 65 --------------------------------------------------------------------------------------------------------1 20,484 16,338 100% 20,484 20,484 20,484 2 20,894 34,328 100% 20,894 20,894 20,894 3 21,312 54,179 100% 21,312 21,312 21,312 4 21,738 76,148 100% 21,738 21,738 21,738 5 22,173 100,557 100% 22,173 22,173 22,173 6 22,616 127,835 100% 22,616 22,616 22,616 7 23,068 158,608 100% 23,068 23,068 23,068 8 23,530 193,959 100% 23,530 23,530 23,530 9 24,000 236,697 100% 24,000 24,000 24,000

First South Bank V. Lewis Shuler Salary Continuation Plan - Schedule A
--------------------------------------------------------------------------------------------------------Early Term. Early Termination Change of Control Plan Benefit Accrual Vesting Vested Annual Benefit Annual Benefit Year Level Balance Schedule Benefit Payable at 65 Payable at 65 --------------------------------------------------------------------------------------------------------1 20,484 16,338 100% 20,484 20,484 20,484 2 20,894 34,328 100% 20,894 20,894 20,894 3 21,312 54,179 100% 21,312 21,312 21,312 4 21,738 76,148 100% 21,738 21,738 21,738 5 22,173 100,557 100% 22,173 22,173 22,173 6 22,616 127,835 100% 22,616 22,616 22,616 7 23,068 158,608 100% 23,068 23,068 23,068 8 23,530 193,959 100% 23,530 23,530 23,530 9 24,000 236,697 100% 24,000 24,000 24,000

9

BENEFICIARY DESIGNATION FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT V. LEWIS SHULER I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement: Primary: Jane M. Shuler Contingent: Matthew L. Shuler and Mary K. Shuler, Equally Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement. I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature s/ V. Lewis Shuler -------------------------

Date 11/19/99

Accepted by the Company this 19th ----By s/ Barry L. Slider -----------------------Title President/CEO ---------------------

day of

November, 1999 ---------

10

FIRST AMENDMENT TO FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS AMENDMENT is made this 27 day of April, 2000, by and between the First South Bank, a state bank

BENEFICIARY DESIGNATION FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT V. LEWIS SHULER I designate the following as beneficiary of any death benefits under this Salary Continuation Agreement: Primary: Jane M. Shuler Contingent: Matthew L. Shuler and Mary K. Shuler, Equally Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement. I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature s/ V. Lewis Shuler -------------------------

Date 11/19/99

Accepted by the Company this 19th ----By s/ Barry L. Slider -----------------------Title President/CEO ---------------------

day of

November, 1999 ---------

10

FIRST AMENDMENT TO FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS AMENDMENT is made this 27 day of April, 2000, by and between the First South Bank, a state bank located in Spartanburg, South Carolina (the "Company"), and V. LEWIS SHULER (the "Executive). WITNESSETH: WHEREAS, the Executive and the Company entered into a Salary Continuation Agreement (the "Agreement") dated November 19, 1999; and WHEREAS, the Executive and the Company are desirous of amending the language to the Agreement. NOW, THEREFORE, in consideration of the premises, the Executive and the Company agree to amend the "Agreement" as follows: Paragraph 1.1.8 is amended to read as follows: 1.1.8 "Effective Date" means November 1, 1999. Except as amended herein, the Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment on the date and year first

FIRST AMENDMENT TO FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS AMENDMENT is made this 27 day of April, 2000, by and between the First South Bank, a state bank located in Spartanburg, South Carolina (the "Company"), and V. LEWIS SHULER (the "Executive). WITNESSETH: WHEREAS, the Executive and the Company entered into a Salary Continuation Agreement (the "Agreement") dated November 19, 1999; and WHEREAS, the Executive and the Company are desirous of amending the language to the Agreement. NOW, THEREFORE, in consideration of the premises, the Executive and the Company agree to amend the "Agreement" as follows: Paragraph 1.1.8 is amended to read as follows: 1.1.8 "Effective Date" means November 1, 1999. Except as amended herein, the Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment on the date and year first above written.
EXECUTIVE: COMPANY: FIRST SOUTH BANK

s/ V. Lewis Shuler -----------------V. LEWIS SHULER

By s/ Barry L. Slider -----------------Title President & CEO ----------------

11

SECOND AMENDMENT FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS SECOND AMENDMENT executed on this 19th day of June , 2001, by and between FIRST SOUTH BANK, located in Spartanburg, South Carolina (the "Company") and V. LEWIS SHULER (the "Executive"). WITNESSETH: WHEREAS, the Executive and the Company entered into the FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT on November 19, 1999, and on April 27, 2000 the Company and the Executive executed a FIRST AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT (the "Agreement"). WHEREAS, the Executive and the Company are desirous of amending the language to the Agreement. NOW, THEREFORE, in consideration of the premises, the Executive and the Company agree to amend the "Agreement" as follows: Paragraph 1.1.11 is amended to read as follows:

SECOND AMENDMENT FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT THIS SECOND AMENDMENT executed on this 19th day of June , 2001, by and between FIRST SOUTH BANK, located in Spartanburg, South Carolina (the "Company") and V. LEWIS SHULER (the "Executive"). WITNESSETH: WHEREAS, the Executive and the Company entered into the FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT on November 19, 1999, and on April 27, 2000 the Company and the Executive executed a FIRST AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT (the "Agreement"). WHEREAS, the Executive and the Company are desirous of amending the language to the Agreement. NOW, THEREFORE, in consideration of the premises, the Executive and the Company agree to amend the "Agreement" as follows: Paragraph 1.1.11 is amended to read as follows: LI.11 "Plan Year" means a twelve-month period commencing on November 1 and ending on October 31 of each year. The first Plan Year shall commence on the Effective Date of this Agreement. Paragraph 2.3.1 is amended to read as follows: 2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending immediately prior to the date in which the Termination of Employment occurs. Except as amended herein, the Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties hereto have entered into this Second Amendment on the date and year first above written.
EXECUTIVE: COMPANY: FIRST SOUTH BANK

s/ V. Lewis Shuler -----------------V. Lewis Shuler

By s/ Barry L. Slider -----------------Title President/CEO ----------------

12

THIRD AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT DATED NOVEMBER 19,1999 AND AMENDED APRIL 27,2000 AND JUNE 19,2001 FOR V. LEWIS SHULER THIS THIRD AMENDMENT is adopted this 20th day of March, 2007, effective as of January 1, 2005, by and between First South Bank, a state bank located in Spartanburg, South Carolina (the "Company") and V. Lewis Shuler (the "Executive").

THIRD AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT DATED NOVEMBER 19,1999 AND AMENDED APRIL 27,2000 AND JUNE 19,2001 FOR V. LEWIS SHULER THIS THIRD AMENDMENT is adopted this 20th day of March, 2007, effective as of January 1, 2005, by and between First South Bank, a state bank located in Spartanburg, South Carolina (the "Company") and V. Lewis Shuler (the "Executive"). The Company and the Executive executed the Salary Continuation Agreement on November 19, 1999 effective as of November 1, 1999, and executed a First Amendment on April 27, 2000, and a Second Amendment on June 19, 2001 (the "Agreement"). The parties intend this Third Amendment to be a material modification of the Agreement such that all amounts earned and vested prior to December 31, 2004 shall be subject to the provisions of Code Section 409A. The undersigned hereby amend the Agreement for the purpose of bringing the Agreement into compliance with Section 409A of the Internal Revenue Code. Therefore, the following changes shall be made: Section 1.1.5 of the Agreement shall be deleted in its entirety and replaced by the following:
1.1.5 "Disability" means the Executive: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of

not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees or directors of the Company. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees or directors of the Company provided that the definition of "disability" applied under such insurance program complies with the requirements of the preceding sentence. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of the Social Security Administration's or the provider's determination. 13

The following Section 1.1.11a shall be added to the Agreement immediately following Section 1.1.11: 1.1.1 l a "Specified Employee" means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities market or otherwise. Section 1.1.13 of the Agreement shall be deleted in its entirety and replaced by the following: 1.1.13 " Termination of Employment" means the termination of the Executive's employment with the Company for reasons other than death. Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive's employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination. A change in the Executive's employment status will not be considered a Termination of Employment if: (a) the Executive continues to provide services as an employee of the Company at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar

The following Section 1.1.11a shall be added to the Agreement immediately following Section 1.1.11: 1.1.1 l a "Specified Employee" means a key employee (as defined in Section 416(i) of the Code without regard to paragraph 5 thereof) of the Company if any stock of the Company is publicly traded on an established securities market or otherwise. Section 1.1.13 of the Agreement shall be deleted in its entirety and replaced by the following: 1.1.13 " Termination of Employment" means the termination of the Executive's employment with the Company for reasons other than death. Whether a Termination of Employment takes place is determined based on the facts and circumstances surrounding the termination of the Executive's employment and whether the Company and the Executive intended for the Executive to provide significant services for the Company following such termination. A change in the Executive's employment status will not be considered a Termination of Employment if: (a) the Executive continues to provide services as an employee of the Company at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period), or (b) the Executive continues to provide services to the Company in a capacity other than as an employee of the Company at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than three years, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period). The following Section 1.1.14 shall be added to the Agreement immediately following Section 1.1.13: 1.1.14 " Unforeseeable Emergency" means a severe financial hardship to the Executive resulting from an illness or accident of the Executive, the Executive's spouse, or the Executive's dependent (as defined in Section 152(a) of the Code), loss of the Executive's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. 14

Section 2.3.2 of the Agreement shall be deleted in its entirety and replaced by the following:
2.3.2 Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following Termination of Employment and continuing for two-hundred fifteen (215) additional months, for a total of two-hundred sixteen (216) monthly payments.

The following Sections 2.5, 2.6, 2.7 and 2.8 shall be added to the Agreement immediately following Section 2.4.2: 2.5 Restriction on Timing of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Termination of Employment under such procedures as established by the Company in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Employment may not commence earlier than six (6) months after the date of such Termination of Employment. Therefore, in the event this Section 2.5 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Termination of Employment shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Termination of Employment. All subsequent distributions shall be paid in the manner specified.

Section 2.3.2 of the Agreement shall be deleted in its entirety and replaced by the following:
2.3.2 Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following Termination of Employment and continuing for two-hundred fifteen (215) additional months, for a total of two-hundred sixteen (216) monthly payments.

The following Sections 2.5, 2.6, 2.7 and 2.8 shall be added to the Agreement immediately following Section 2.4.2: 2.5 Restriction on Timing of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a Specified Employee at Termination of Employment under such procedures as established by the Company in accordance with Section 409A of the Code, benefit distributions that are made upon Termination of Employment may not commence earlier than six (6) months after the date of such Termination of Employment. Therefore, in the event this Section 2.5 is applicable to the Executive, any distribution which would otherwise be paid to the Executive within the first six months following the Termination of Employment shall be accumulated and paid to the Executive in a lump sum on the first day of the seventh month following the Termination of Employment. All subsequent distributions shall be paid in the manner specified. 2.6 Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of any amount into the Executive's income as a result of the failure of this non qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the entire amount accrued by the Company with respect to the Company's obligations hereunder, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure. 2.7 Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes: (a) may not accelerate the time or schedule of any distribution, except as provided in Section 409A of the Code and the regulations thereunder; (b) must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and (c) must take effect not less than twelve (12) months after the election is made. 2.8 Hardship Distribution. The Company may make a hardship distribution under the circumstances described in Section 2.8.1 below. Any such distribution shall require the adjustment described in Section 2.8.2 to any amounts to be paid under Article 2 or 3. 15
2.8.1 Application for and Amount of Hardship Distribution. If an Unforeseeable Emergency occurs, the Executive would then be entitled to receive a distribution under the Agreement, but not before January 1, 2008. The Company's Board of Directors ("the Board") shall make such distribution upon application by the Executive. If applied for by Executive, the Executive shall receive, within sixty (60) days, a Hardship Distribution from the Agreement (i) only to the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution; and (ii) after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Executive's assets (to the extent the liquidation would not itself cause severe financial

2.8.1

Application for and Amount of Hardship Distribution. If an Unforeseeable Emergency occurs, the Executive would then be entitled to receive a distribution under the Agreement, but not before January 1, 2008. The Company's Board of Directors ("the Board") shall make such distribution upon application by the Executive. If applied for by Executive, the Executive shall receive, within sixty (60) days, a Hardship Distribution from the Agreement (i) only to the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution; and (ii) after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Executive's assets (to the extent the liquidation would not itself cause severe financial hardship). In any event, the maximum amount which may be paid out pursuant to this Section 2.8 is the amount the Company has accrued with respect to the Company's obligations hereunder as of the day that the Executive petitioned the Board to receive a Hardship Distribution under this Section. Benefit Adjustment. At the time of any Hardship Distribution, the amount the Company has accrued with respect to the Company's obligations hereunder shall be reduced by the amount of the Hardship Distribution and the benefits to be paid under Article 2 or Article 3 hereof shall reflect such reduced amount.

2.8.2

Section 5.1 of the Agreement shall be deleted in its entirety. Article 7 of the Agreement shall be deleted in its entirety and replaced by the following: Article 7 Amendments and Termination 7.1 Amendments. This Agreement may be amended only by a written agreement signed by the Company and the Executive. However, the Company may unilaterally amend this Agreement to conform with written directives to the Company from its auditors or banking regulators or to comply with legislative changes or tax law, including without limitation Section 409A of the Code and any and all Treasury regulations and guidance promulgated thereunder. 7.2 Plan Termination Generally. The Company and Executive may terminate this Agreement at any time. The benefit hereunder shall be the amount the Company has accrued with respect to the obligations hereunder as of the date the Agreement is terminated. Except as provided in Section 7.3, the termination of this Agreement shall not cause a distribution of benefits under this Agreement. Rather, after such termination benefit distributions will be made at the earliest distribution event permitted under Article 2 or Article 3. 7.3 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates in the following circumstances: 16

(a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts

(a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company's termination of this and all other non-account balance plans (as referenced in Section 409A of the Code or the regulations thereunder), provided that all distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and the Company does not adopt any new non-account balance plans for a minimum of five (5) years following the date of such termination; the Company may distribute the entire amount accrued by the Company with respect to the Company's obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. The following Section 8.13 shall be added to the Agreement immediately following Section 8.12: 8.13 Compliance with Section 409A. This Agreement shall at all times be administered and the provisions of this Agreement shall be interpreted consistent with the requirements of Section 409A of the Code and any and all regulations thereunder, including such regulations as may be promulgated after the Effective Date of this Agreement. IN WITNESS OF THE ABOVE, the Company and the Executive hereby consent to this Third Amendment.
Executive: s/ V. Lewis Shuler --------------------------------V. Lewis Shuler First South Bank By Michael L. Woodrum ---------------------------Title HR and Training Director

17

FOURTH AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT DATED NOVEMBER 19,1999 AND AMENDED APRIL 27,2000 AND JUNE 19,2001 AND MARCH 20,2007 FOR V. LEWIS SHULER THIS FOURTH AMENDMENT is adopted this 28th day of September, 2007, by and between First South Bank, a state bank located in Spartanburg, South Carolina (the "Company") and V. Lewis Shuler (the "Executive"). The Company and the Executive executed the Salary Continuation Agreement on November 19, 1999 effective as of November 1,1999, and executed a First Amendment on April 27, 2000, and a Second Amendment on June 19, 2001 and a Third Amendment on March 20, 2007 (the "Agreement"). The parties intend this Fourth Amendment to be a material modification of the Agreement such that all amounts

FOURTH AMENDMENT TO THE FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT DATED NOVEMBER 19,1999 AND AMENDED APRIL 27,2000 AND JUNE 19,2001 AND MARCH 20,2007 FOR V. LEWIS SHULER THIS FOURTH AMENDMENT is adopted this 28th day of September, 2007, by and between First South Bank, a state bank located in Spartanburg, South Carolina (the "Company") and V. Lewis Shuler (the "Executive"). The Company and the Executive executed the Salary Continuation Agreement on November 19, 1999 effective as of November 1,1999, and executed a First Amendment on April 27, 2000, and a Second Amendment on June 19, 2001 and a Third Amendment on March 20, 2007 (the "Agreement"). The parties intend this Fourth Amendment to be a material modification of the Agreement such that all amounts earned and vested prior to December 31, 2004 shall be subject to the provisions of Code Section 409A. The undersigned hereby amend the Agreement to reflect the final 409A Treasury Regulations. Therefore, the following changes shall be made: Section 1.13 of the Agreement shall be deleted in its entirety and replaced by the following: 1.13 "Termination of Employment* means termination of the Executive's employment with the Company for reasons other than death or Disability. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Company and the Executive reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an Independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Company if the Executive has been providing services to the Company less than thirty-six (36) months). Sections 2.3, 2.3.1 and 2,3.2 of the Agreement shall be deleted in their entirety and replaced by the following; 2.3 Disability Benefit. If the Executive experiences a Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Agreement. 18
2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to such Disability. Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following such Disability and continuing for two-hundred fifteen (215) additional months, for a total of two-hundred sixteen (216) monthly payments. shall be deleted in their entirety and

2.3.2

Section 2.4.2 of the Agreement replaced by the following: 2.4.2

Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following Normal Retirement Age and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments.

2.3.1

Amount of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth on Schedule A for the Plan Year ending immediately prior to such Disability. Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following such Disability and continuing for two-hundred fifteen (215) additional months, for a total of two-hundred sixteen (216) monthly payments. shall be deleted in their entirety and

2.3.2

Section 2.4.2 of the Agreement replaced by the following: 2.4.2

Payment of Benefit. The Company shall pay the annual benefit amount to the Executive in equal and consecutive monthly installments payable on the first day of each month commencing with the month following Normal Retirement Age and continuing for two hundred fifteen (215) additional months, for a total of two hundred sixteen (216) monthly payments.

Section 2.7 of the Agreement shall be deleted in its entirety and replaced by the following: 2.7 Change in Form or Timing of Distributions. All changes in the form or timing of distributions hereunder must comply with the following requirements. The changes: (a) may not accelerate the time or schedule of any distribution, except as provided in Section 409 A of the Code and the regulations thereunder; (b) must, for benefits distributable under Sections 2.2 and 2.4, be made at least twelve (12) months prior to the first scheduled distribution; (c) must, for benefits distributable under Sections 2.1, 2.2 and 2.4, delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled to be made; and (d) must take effect not less than twelve (12) months after the election is made. Section 7.3 of the Agreement shall be deleted in its entirety and replaced by the following: 13 Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in Section 7.2, if this Agreement terminates in the following circumstances: (a) Within thirty (30) days before, or twelve (12) months after a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as described in Section 409A(a)(2)(A)(v) of the Code, provided that all distributions are made no later than twelve (12) months following such termination of the Agreement and further provided that all the Company's arrangements which are substantially similar to the Agreement are terminated so the Executive and all participants in the similar arrangements 19

are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-l(c) if the Executive participated in such arrangements ("Similar Arrangements"), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years

are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the termination of the arrangements; (b) Upon the Company's dissolution or with the approval of a bankruptcy court provided that the amounts deferred under the Agreement are included in the Executive's gross income in the latest of (i) the calendar year in which the Agreement terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the distribution is administratively practical; or (c) Upon the Company's termination of this and all other arrangements that would be aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-l(c) if the Executive participated in such arrangements ("Similar Arrangements"), provided that (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Company, (ii) all termination distributions are made no earlier than twelve (12) months and no later than twenty-four (24) months following such termination, and (iii) the Company does not adopt any new arrangement that would be a Similar Arrangement for a minimum of three (3) years following the date the Company takes all necessary action to irrevocably terminate and liquidate the Agreement; the Company may distribute the amount the Company has accrued with respect to the Company's obligations hereunder, determined as of the date of the termination of the Agreement, to the Executive in a lump sum subject to the above terms. Schedule A shall be deleted in its entirety and replaced with the following Schedule A. IN WITNESS OF THE ABOVE, the Company and the Executive hereby consent to this Fourth Amendment.
Executive: s/ V. Lewis Shuler -----------------V. Lewis Shuler First South Bank By s/ Barry L. Slider -----------------Title President/CEO -------------

20

Plan Year Reporting Salary Continuation Plan Schedule A V. Lewis Shuler
--------------------------------------------------------------------------------------------------------Birth Date; 6/8/1943 Early Termination Disability Change in Co Plan Anniversary Date: 11/1/2000 Normal Retirement: 6/8/2008, Age 65 Annual Annual Annual Benefit (3) Benefit (3) Benefit Normal Retirement Payment: Amount Payable at Amount Payable at Amount Payab Monthly for 18 years Normal Retirement Age Separation from Service Normal Retirem --------------------------------------------------------------------------------------------------------Discount Benefit Accrual Based On Based On Ba Rate Level z Balance Vesting Benefit Vesting Accrual Vesting Be Values ----------------------------------------------------------------------------------------------as of (1) (2) (3) (4) (5) (6) (7) (8) --------------------------------------------------------------------------------------------------------Oct 2000 7.50% 20,484 16,338 100% 20,484 100% 1,657 100% 20 Oct 2001 7.50% 20,894 34,328 100% 20,894 100% 3,481 100% 20 Oct 2002 7.50% 21,312 54,179 100% 21,312 100% 5,494 100% 21 Oct 2003 7.50% 21,738 76,148 100% 21,738 100% 7,721 100% 21 Oct 2004 7.50% 22,173 100,557 100% 22,173 100% 10,196 100% 22 Oct 2005 7.50% 22,616 127,835 100% 22,616 100% 12,962 100% 22 Oct 2006 7.50% 23,068 158,608 100% 23,068 100% 16,082 100% 23 Oct 2007 7.50% 23,530 193,959 100% 23,530 100% 19,667 100% 23

Plan Year Reporting Salary Continuation Plan Schedule A V. Lewis Shuler
--------------------------------------------------------------------------------------------------------Birth Date; 6/8/1943 Early Termination Disability Change in Co Plan Anniversary Date: 11/1/2000 Normal Retirement: 6/8/2008, Age 65 Annual Annual Annual Benefit (3) Benefit (3) Benefit Normal Retirement Payment: Amount Payable at Amount Payable at Amount Payab Monthly for 18 years Normal Retirement Age Separation from Service Normal Retirem --------------------------------------------------------------------------------------------------------Discount Benefit Accrual Based On Based On Ba Rate Level z Balance Vesting Benefit Vesting Accrual Vesting Be Values ----------------------------------------------------------------------------------------------as of (1) (2) (3) (4) (5) (6) (7) (8) --------------------------------------------------------------------------------------------------------Oct 2000 7.50% 20,484 16,338 100% 20,484 100% 1,657 100% 20 Oct 2001 7.50% 20,894 34,328 100% 20,894 100% 3,481 100% 20 Oct 2002 7.50% 21,312 54,179 100% 21,312 100% 5,494 100% 21 Oct 2003 7.50% 21,738 76,148 100% 21,738 100% 7,721 100% 21 Oct 2004 7.50% 22,173 100,557 100% 22,173 100% 10,196 100% 22 Oct 2005 7.50% 22,616 127,835 100% 22,616 100% 12,962 100% 22 Oct 2006 7.50% 23,068 158,608 100% 23,068 100% 16,082 100% 23 Oct 2007 7.50% 23,530 193,959 100% 23,530 100% 19,667 100% 23 Jun 2008 7.50% 24,000 238,176 100% 24,000 100% 24,000 100% 24

1 June 8, 2008 Retirement; July 1, 2008 First Payment Date 2 The benefit amount is based on a $20,484 beginning benefit, inflating at 2.00% each year to $24,000 at retirement. 3 The annual benefit amount will be distributed in 12 equal monthly payments for a total of 216 monthly payments. " IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT. 21

Exhibit 10.4.7 FIRST SOUTH BANK SPLIT DOLLAR AGREEMENT THIS AGREEMENT is made and entered into this 19th day of November, 1999, by and between FIRST SOUTH BANK, a state-chartered commercial bank located in Spartanburg, South Carolina (the "Company"), and V. LEWIS SHULER (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on November 19, 1999, or as subsequently amended, by and between the aforementioned parties. INTRODUCTION To encourage the Executive to remain an employee of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Company will pay life insurance premiums from its general assets.

Exhibit 10.4.7 FIRST SOUTH BANK SPLIT DOLLAR AGREEMENT THIS AGREEMENT is made and entered into this 19th day of November, 1999, by and between FIRST SOUTH BANK, a state-chartered commercial bank located in Spartanburg, South Carolina (the "Company"), and V. LEWIS SHULER (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on November 19, 1999, or as subsequently amended, by and between the aforementioned parties. INTRODUCTION To encourage the Executive to remain an employee of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Executive's life. The Company will pay life insurance premiums from its general assets. Article 1 General Definitions The following terms shall have the meanings specified: 1.1 "Insured" means the Executive. 1.2 "Insurer " means West Coast Life Insurance Company. 1.3 "Normal Retirement Age " means the Executive's sixty-fifth (65th) birthday. 1.4 "Policy" means insurance policy no. ZUA372461 issued by the Insurer. 1.5 "Termination of Employment" means the Executive ceasing to be employed by the Company for any reason whatsoever, other than by reason of (a) an approved leave of absence, (b) the Executive's death, (c) a change of control (as defined in the Salary Continuation Agreement between the Company and the Executive effective January 1,1999), or (d) the Executive's disability (as defined in said Salary Continuation Agreement). Article 2 Policy Ownership/Interests 2.1 Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the direct beneficiary of an amount of death proceeds equal to the greater of: (a) the cash surrender value of the Policy plus the amount from Schedule A. or (b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer.

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of any-remaining death proceeds of the Policy after payment of the amount due the Company under Section 2,1. The Executive shall also have the right to elect and change settlement options that may be permitted. Provided, however, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this Section 2.2 upon the Executive's Termination of Employment prior to Normal Retirement Age. 2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Company to terminate this Agreement. 2.4 Comparable Coverage. Upon Termination of Employment after the Executive's Normal Retirement Age, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Executive's interest in the Policy, unless the Company replaces the Policy with a

2.2 Executive's Interest. The Executive shall have the right to designate the beneficiary of any-remaining death proceeds of the Policy after payment of the amount due the Company under Section 2,1. The Executive shall also have the right to elect and change settlement options that may be permitted. Provided, however, the Executive, the Executive's transferee or the Executive's beneficiary shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in this Section 2.2 upon the Executive's Termination of Employment prior to Normal Retirement Age. 2.3 Option to Purchase. The Company shall not sell, surrender or transfer ownership of the Policy while this Agreement is in effect without first giving the Executive or the Executive's transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy. This provision shall not impair the right of the Company to terminate this Agreement. 2.4 Comparable Coverage. Upon Termination of Employment after the Executive's Normal Retirement Age, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Executive's interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement. The Policy or any comparable policy shall be subject to the claims of the Company's creditors. Article 3 Premiums 3.1 Premium Payment. The Company shall pay any premiums due on the Policy. 3.2 Imputed Income. The Company shall impute income to the Executive in an amount equal to the current term rate for the Executive's age multiplied by the aggregate death benefit payable to the Executive's beneficiary. The "current term rate" is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority. Article 4 Assignment The Executive may assign without consideration all interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive's interest in the Policy, then all of the Executive's interest in the Policy and in the Agreement shall be vested in the Executive's transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

Article 5 Insurer The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement. Article 6 Claims Procedure 6.1 Claims Procedure. The Company shall notify the Executive, the Executive's transferee or beneficiary, or any other party who claims a right to an interest under this Agreement (the "Claimant') in writing, within ninety (90) days of the Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (a) the specific reasons for such denial, (b) a specific reference to the provisions of this Agreement on which the denial is based, (c) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (d) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) days.

Article 5 Insurer The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement. Article 6 Claims Procedure 6.1 Claims Procedure. The Company shall notify the Executive, the Executive's transferee or beneficiary, or any other party who claims a right to an interest under this Agreement (the "Claimant') in writing, within ninety (90) days of the Claimant's written application for benefits, of his or her eligibility or ineligibility for benefits under this Agreement. If the Company determines that the Claimant is not eligible for benefits or full benefits, the notice shall set forth (a) the specific reasons for such denial, (b) a specific reference to the provisions of this Agreement on which the denial is based, (c) a description of any additional information or material necessary for the Claimant to perfect his or her claim, and a description of why it is needed, and (d) an explanation of this Agreement's claims review procedure and other appropriate information as to the steps to be taken if the Claimant wishes to have the claim reviewed. If the Company determines that there are special circumstances requiring additional time to make a decision, the Company shall notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety (90) days. 6.2 Review Procedure. If the Claimant is determined by the Company not to be eligible for benefits, or if the Claimant believes that he or she is entitled to greater or different benefits, the Claimant shall have the opportunity to have such claim reviewed by the Company by filing a petition for review with the Company within sixty (60) days after receipt of the notice issued by the Company. Said petition shall state the specific reasons which the Claimant believes entitle him or her to benefits or to greater or different benefits. Within sixty (60) days after receipt by the Company of the petition, the Company shall afford the Claimant (and counsel, if any) an opportunity to present his or her position to the Company verbally or in writing, and the Claimant (or counsel) shall have the right to review the pertinent documents. The Company shall notify the Claimant of its decision in writing within the sixty (60) day period, stating specifically the basis of its decision, written in a manner to be understood by the Claimant and the specific provisions of this Agreement on which the decision is based. If, because of the need for a hearing, the sixty (60) day period is not sufficient, the decision may be deferred for up to another sixty (60) day period at the election of the Company, but notice of this deferral shall be given to the Claimant.

Article 7 Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. However, unless otherwise agreed to by the Company and the Executive, this Agreement will automatically terminate upon the Executive's Termination of Employment prior to Normal Retirement Age. Article 8 Miscellaneous 8.1 Binding Effect. This Agreement shall bind the Executive and the Company, their beneficiaries, survivors, personal representatives, administrators and transferees, and any Policy beneficiary. 8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. This Agreement also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time. Nothing in this Agreement shall be construed as an employment agreement, either express or implied. 8.3 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or

Article 7 Amendments and Termination This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. However, unless otherwise agreed to by the Company and the Executive, this Agreement will automatically terminate upon the Executive's Termination of Employment prior to Normal Retirement Age. Article 8 Miscellaneous 8.1 Binding Effect. This Agreement shall bind the Executive and the Company, their beneficiaries, survivors, personal representatives, administrators and transferees, and any Policy beneficiary. 8.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. This Agreement also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time. Nothing in this Agreement shall be construed as an employment agreement, either express or implied. 8.3 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company. Upon the occurrence of such event, the term "Company" as used in this Agreement shall be deemed to refer to the successor or survivor company. 8.4 Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of South Carolina, except to the extent preempted by the laws of the United States of America. 8.5 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand. 8.6 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7 Administration. The Company shall have powers which are necessary to administer this Agreement, including

8.7 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to: (a) Interpreting the provisions of the Agreement; (b) Establishing and revising the method of accounting for the Agreement; (c) Maintaining a record of benefit payments; and (d) Establishing rules and prescribing any forms necessary or desirable to administer the Agreement. 8.8 Named Fiduciary. For purposes of the Employee Retirement Income Security Act of 1974, if applicable, the Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities under this Agreement including the employment of advisors and the delegation of ministerial duties to qualified individuals. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. EXECUTIVE: COMPANY: FIRST SOUTH BANK
s/ V. Lewis Shuler -----------------V. Lewis Shuler s/ Barry L. Slider -----------------Title: President/CE By:

SPLIT DOLLAR POLICY ENDORSEMENT FIRST SOUTH BANK SPLIT DOLLAR AGREEMENT Policy No. ZUA372461 Insured: V. LEWIS SHULER Supplementing and amending the application for insurance to West Coast Life Insurance Company ("Insurer") on August 12, 1999, the applicant requests and directs that: BENEFICIARIES (1) FIRST SOUTH BANK, a state-chartered commercial bank located in Spartanburg, South Carolina (the "Company"), shall be the direct beneficiary of death proceeds equal to the greater of (a) the cash surrender value of the Policy plus the amount from Schedule A. or (b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer. (2) The beneficiary of any remaining death proceeds shall be designated by the Insured or the Insured's transferee, subject to the provisions of paragraph (5) below. OWNERSHIP (3) The Owner of the policy shall be the Company. The Owner shall have all ownership rights in the Policy except as may be specifically granted to the Insured or the Insured's transferee in paragraph (4) of this endorsement. (4) The Insured or the Insured's transferee shall have the right to assign his or her rights and interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement, and to exercise all settlement options with respect to such death proceeds.

SPLIT DOLLAR POLICY ENDORSEMENT FIRST SOUTH BANK SPLIT DOLLAR AGREEMENT Policy No. ZUA372461 Insured: V. LEWIS SHULER Supplementing and amending the application for insurance to West Coast Life Insurance Company ("Insurer") on August 12, 1999, the applicant requests and directs that: BENEFICIARIES (1) FIRST SOUTH BANK, a state-chartered commercial bank located in Spartanburg, South Carolina (the "Company"), shall be the direct beneficiary of death proceeds equal to the greater of (a) the cash surrender value of the Policy plus the amount from Schedule A. or (b) the aggregate premiums paid on the Policy by the Company less any outstanding indebtedness to the Insurer. (2) The beneficiary of any remaining death proceeds shall be designated by the Insured or the Insured's transferee, subject to the provisions of paragraph (5) below. OWNERSHIP (3) The Owner of the policy shall be the Company. The Owner shall have all ownership rights in the Policy except as may be specifically granted to the Insured or the Insured's transferee in paragraph (4) of this endorsement. (4) The Insured or the Insured's transferee shall have the right to assign his or her rights and interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement, and to exercise all settlement options with respect to such death proceeds. (5) Notwithstanding the provisions of paragraph (4) above, the Insured or the Insured's transferee shall have no rights or interests in the Policy with respect to that portion of the death proceeds designated in paragraph (2) of this endorsement upon the Insured's Termination of Employment prior to Normal Retirement Age unless otherwise agreed to by the Company and the Executive. MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY Upon the death of the Insured, the interest of any collateral assignee of the Owner of the Policy designated in paragraph (3) above shall be limited to the portion of the proceeds described in paragraph (1) above.

MISCELLANEOUS In the event of any conflict between this endorsement and the Split Dollar Agreement between the parties of even date (the "Agreement"), the Agreement shall control. All capitalized terms not defined in this endorsement shall have the meaning assigned them in the Agreement. OWNERS AUTHORITY The Insurer is hereby authorized to recognize the Owner's claim to rights hereunder without investigating the reason for any action taken by the Owner, including its statement of the amount of premiums it has paid on the Policy. The signature of the Owner shall be sufficient for the exercise of any rights under this endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release therefore to the Insurer. Any transferee's rights shall be subject to this endorsement. The Owner accepts and agrees to this split dollar endorsement. Signed at Spartanburg, South Carolina, this 19th day of November, 1999.

MISCELLANEOUS In the event of any conflict between this endorsement and the Split Dollar Agreement between the parties of even date (the "Agreement"), the Agreement shall control. All capitalized terms not defined in this endorsement shall have the meaning assigned them in the Agreement. OWNERS AUTHORITY The Insurer is hereby authorized to recognize the Owner's claim to rights hereunder without investigating the reason for any action taken by the Owner, including its statement of the amount of premiums it has paid on the Policy. The signature of the Owner shall be sufficient for the exercise of any rights under this endorsement and the receipt of the Owner for any sums received by it shall be a full discharge and release therefore to the Insurer. Any transferee's rights shall be subject to this endorsement. The Owner accepts and agrees to this split dollar endorsement. Signed at Spartanburg, South Carolina, this 19th day of November, 1999. FIRST SOUTH BANK
By: s/ Barry L. Slider ------------------Its: President/CEO

The Insured accepts and agrees to the foregoing and, subject to the rights of the Owner as stated above, designates Jane M. Shuler as primary beneficiary and Matthew L. Shuler and Mary K. Shuler equally as secondary beneficiary of the portion of the proceeds described in paragraph (2) above. Signed at Spartanburg, South Carolina, this 19th day of November, 1999. THE INSURED:
s/ V. Lewis Shuler -----------------V. LEWIS SHULER

First South Bank V. Lewis Shuler Split Dollar Agreement and Endorsement Schedule A
Policy Year in Which Death Occurs -----1 2 3 4 5 6 7 8 9 Thereafter Additional Death Benefit to the Company ------72,130 83,283 95,591 109,212 124,345 141,258 160,337 182,255 208,752 208,752

First South Bank V. Lewis Shuler Split Dollar Agreement and Endorsement Schedule A
Policy Year in Which Death Occurs -----1 2 3 4 5 6 7 8 9 Thereafter Additional Death Benefit to the Company ------72,130 83,283 95,591 109,212 124,345 141,258 160,337 182,255 208,752 208,752

Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of this 20th day of February, 2008, by and among First South Bancorp, Inc., a South Carolina corporation (the "Corporation"), First South Bank, a bank chartered under South Carolina law and a wholly owned subsidiary of the Corporation (the "Bank"), and Barry L. Slider, President and Chief Executive Officer of the Corporation and the Bank (the "Executive"). The Corporation and the Bank are referred to in this Agreement individually and together as the "Employer." WHEREAS, the Executive is the President and Chief Executive Officer of the Corporation and the Bank, possessing unique skills, knowledge, and experience relating to their business, and the Executive has made and is expected to continue to make major contributions to the profitability, growth, and financial strength of the Corporation and affiliates, WHEREAS, the Employer desires to provide additional inducement for the Executive to continue serving as President and Chief Executive Officer and to set forth in this Agreement the terms and conditions of the Executive's employment, WHEREAS, the Employer desires to assure itself of the continuity of management, the Employer desires to establish minimum severance benefits for certain of its officers and other key employees, including the Executive, if a change in control occurs, and the Employer wishes to ensure that officers and other key employees are not practically disabled from discharging their duties if a proposed or actual transaction involving a change in control arises, 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 the Employer, is contemplated insofar as the Employer 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

Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of this 20th day of February, 2008, by and among First South Bancorp, Inc., a South Carolina corporation (the "Corporation"), First South Bank, a bank chartered under South Carolina law and a wholly owned subsidiary of the Corporation (the "Bank"), and Barry L. Slider, President and Chief Executive Officer of the Corporation and the Bank (the "Executive"). The Corporation and the Bank are referred to in this Agreement individually and together as the "Employer." WHEREAS, the Executive is the President and Chief Executive Officer of the Corporation and the Bank, possessing unique skills, knowledge, and experience relating to their business, and the Executive has made and is expected to continue to make major contributions to the profitability, growth, and financial strength of the Corporation and affiliates, WHEREAS, the Employer desires to provide additional inducement for the Executive to continue serving as President and Chief Executive Officer and to set forth in this Agreement the terms and conditions of the Executive's employment, WHEREAS, the Employer desires to assure itself of the continuity of management, the Employer desires to establish minimum severance benefits for certain of its officers and other key employees, including the Executive, if a change in control occurs, and the Employer wishes to ensure that officers and other key employees are not practically disabled from discharging their duties if a proposed or actual transaction involving a change in control arises, 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 the Employer, is contemplated insofar as the Employer 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. The Employer hereby employs the Executive to serve as President and Chief Executive Officer according to the terms and conditions of this Agreement and for the period stated in section 1.3. The Executive hereby accepts employment according to the terms and conditions of this Agreement and for the period stated in section 1.3. 1.2 Duties. As President and Chief Executive Officer, the Executive shall serve under the direction of the Employer's board of directors and in accordance with the Employer's Articles of Incorporation and Bylaws, as each may

be amended or restated from time to time. The Executive shall report directly to the board of directors. The Executive shall serve the Employer faithfully, diligently, competently, and to the best of the Executive's ability. The Executive shall exclusively devote full working time, energy, and attention to the business of the Employer and to the promotion of the Employer's interests throughout the term of this Agreement. Without the written consent of the board of directors of each of the Corporation and the Bank, during the term of this Agreement 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 the compensation is paid and regardless of whether it is paid directly or indirectly to the Executive. Nothing in this section 1.2 shall prevent the Executive from managing personal investments and affairs, provided that doing so does not interfere with the proper performance of the

be amended or restated from time to time. The Executive shall report directly to the board of directors. The Executive shall serve the Employer faithfully, diligently, competently, and to the best of the Executive's ability. The Executive shall exclusively devote full working time, energy, and attention to the business of the Employer and to the promotion of the Employer's interests throughout the term of this Agreement. Without the written consent of the board of directors of each of the Corporation and the Bank, during the term of this Agreement 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 the compensation is paid and regardless of whether it is paid directly or indirectly to the Executive. Nothing in this section 1.2 shall prevent the Executive from managing personal investments and affairs, provided that doing so does not interfere with the proper performance of the Executive's duties and responsibilities under this Agreement. 1.3 Term. The initial term of employment under this Agreement shall be three years, commencing on the effective date first written above. The term of this Agreement shall automatically be extended at the end of each month for one additional month unless the Bank's board of directors determines that the term shall not be extended. If the board of directors decides not to extend the term, the board shall promptly notify the Executive in writing, but this Agreement shall nevertheless remain in force until its current term expires. The board's decision not to extend the term shall not - by itself - give the Executive any rights under this Agreement to claim an adverse change in position, compensation, or circumstances or otherwise to claim entitlement to severance benefits under Articles 4 or 5. References herein to the term of this Agreement mean the initial term, as the same may be extended. Unless sooner terminated, the Executive's employment and the term of this Agreement shall terminate when the Executive attains age 65. 1.4 Service on the Board of Directors. The Executive is currently serving as a director of each of the Corporation and the Bank. The 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 the Corporation throughout the term of this Agreement. The Executive hereby consents to serving as a director and to being named as a director of the Corporation in documents filed with the Securities and Exchange Commission. The board of directors of each of the Corporation and the Bank shall undertake every lawful effort to ensure that the Executive continues throughout the term of this Agreement to be elected or reelected as a director of the Bank. The Executive shall be deemed to have resigned as a director of each of the Corporation and the Bank effective immediately after termination of the Executive's employment under Article 3 of this Agreement, regardless of whether the Executive submits a formal, written resignation as director. ARTICLE 2 COMPENSATION AND BENEFITS 2.1 Base Salary. In consideration of the Executive's performance of the obligations under this Agreement, the Employer shall pay or cause to be paid to the Executive a salary at the annual rate of not less than $242,700, payable in bi-weekly installments or otherwise according to the Employer's regular pay practices. The Executive's salary shall be reviewed annually by the Employer's 2

board of directors or the board committee having jurisdiction over executive compensation. The Executive's salary shall be increased no more frequently than annually to account for cost of living increases. At the discretion of the board of directors or the board committee with jurisdiction over executive compensation, the Executive's salary also may be increased beyond the amount necessary to account for cost of living increases. However, the Executive's salary shall not be reduced. All compensation under this Agreement shall be subject to customary withholding taxes and such other employment taxes as are imposed by law. The Executive's salary, as the same may be increased from time to time, is referred to in this Agreement as the "Base Salary." 2.2 Benefit Plans and Perquisites. The Executive shall be entitled throughout the term of this Agreement (x) 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, retirement, medical, dental, disability, and group life benefits and including stock-based compensation, incentive, bonus, or purchase plans existing on the date of this Agreement or adopted after the date of this Agreement, provided that the Executive satisfies the eligibility requirements for any such plans or benefits, and (y) to receive any and all other fringe benefits provided from time

board of directors or the board committee having jurisdiction over executive compensation. The Executive's salary shall be increased no more frequently than annually to account for cost of living increases. At the discretion of the board of directors or the board committee with jurisdiction over executive compensation, the Executive's salary also may be increased beyond the amount necessary to account for cost of living increases. However, the Executive's salary shall not be reduced. All compensation under this Agreement shall be subject to customary withholding taxes and such other employment taxes as are imposed by law. The Executive's salary, as the same may be increased from time to time, is referred to in this Agreement as the "Base Salary." 2.2 Benefit Plans and Perquisites. The Executive shall be entitled throughout the term of this Agreement (x) 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, retirement, medical, dental, disability, and group life benefits and including stock-based compensation, incentive, bonus, or purchase plans existing on the date of this Agreement or adopted after the date of this Agreement, provided that the Executive satisfies the eligibility requirements for any such plans or benefits, and (y) to receive any and all other fringe benefits provided from time to time, including the following fringe benefits (a) Club dues. The Employer shall pay or cause to be paid the Executive's initiation and membership assessments and dues in civic and social clubs of the Executive's choice. The Executive shall be solely responsible for personal expenses for use of the civic and clubs. (b) Reimbursement of business expenses. The Executive shall be entitled to reimbursement for all reasonable business expenses incurred performing the obligations under this 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 the Employer and reasonable expenses for attendance at annual and other periodic meetings of trade associations. (c) Use of automobile. The Executive shall have the use of an automobile titled in the Employer's name for use by the Executive to carry out the Executive's duties, the insurance and maintenance expenses of which shall be paid by the Employer. As additional compensation, the Executive may use such automobile for personal purposes, provided that the Executive renders an accounting of business and personal use to the Employer in accordance with regulations under the Internal Revenue Code of 1986, as amended. (d) Long-term care insurance. The Employer shall purchase and maintain long-term care insurance for the benefit of the Executive, which policy shall be fully paid no later than the date on which the Executive attains age 65, provided the Executive remains employed by the Employer to age 65. The long-term care insurance policy shall be owned by the Executive exclusively. If before attaining age 65 the Executive's employment terminates involuntarily but without Cause, voluntarily but with Good Reason, or because of disability, the Executive's right to the long-term care insurance benefit under this section 2.2(d) shall be determined under section 4.2. (e) Disability insurance. The Employer shall reimburse the Executive for the Executive's cost to purchase and maintain disability insurance coverage. The amount reimbursed by the Employer shall be grossed up to compensate the 3

Executive for federal and state income taxes imposed as a result of the Employer's reimbursement of the Executive's cost. The disability insurance policy shall be owned by the Executive exclusively. 2.3 Vacation. The Executive shall be entitled to sick leave and paid annual vacation in accordance with policies established from time to time by the Employer. ARTICLE 3 EMPLOYMENT TERMINATION 3.1 Termination Because of Death or Disability. (a) Death. The Executive's employment shall terminate automatically on the date of the Executive's death. If the Executive dies in active service to the Employer, the Executive's estate shall receive any sums due to the Executive as Base Salary and reimbursement of expenses

Executive for federal and state income taxes imposed as a result of the Employer's reimbursement of the Executive's cost. The disability insurance policy shall be owned by the Executive exclusively. 2.3 Vacation. The Executive shall be entitled to sick leave and paid annual vacation in accordance with policies established from time to time by the Employer. ARTICLE 3 EMPLOYMENT TERMINATION 3.1 Termination Because of Death or Disability. (a) Death. The Executive's employment shall terminate automatically on the date of the Executive's death. If the Executive dies in active service to the Employer, the Executive's estate shall receive any sums due to the Executive as Base Salary and reimbursement of expenses through the end of the month in which death occurred, any bonus earned or accrued through the date of death, including any unvested amounts awarded for previous years, and for twelve months after the Executive's death the Employer shall provide without cost to the Executive's family continuing health care coverage under COBRA substantially identical to that provided for the Executive before death. (b) Disability. By delivery of written notice 30 days in advance to the Executive, the Employer may terminate the Executive's employment if the Executive is disabled. For purposes of this Agreement the Executive shall be considered "disabled" if an independent physician selected by the Employer and reasonably acceptable to the Executive or the Executive's legal representative determines that, because of illness or accident, the Executive is unable to perform the Executive's duties and will be unable to perform those duties for 90 consecutive days. The Executive shall not be considered disabled, however, if the Executive returns to work on a full-time basis within 30 days after the Employer gives notice of termination due to disability. If the Executive is terminated by either of the Corporation or the Bank because of disability, the Executive's employment with the other shall also terminate at the same time. If the Executive's employment terminates because of disability, the Executive shall receive the Base Salary earned through the date on which termination becomes effective, any bonus earned or accrued through the date of incapacity, including any unvested amounts awarded for previous years, any payments the Executive is eligible to receive under any disability insurance program in which the Executive participates, and such other benefits to which the Executive may be entitled under the Employer's benefit plans, policies, and agreements. 3.2 Involuntary Termination with Cause. The Employer may terminate the Executive's employment with Cause. If the Executive's employment terminates with Cause, the Executive shall receive the Base Salary through the date on which termination becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is terminated with Cause by either of the Corporation or the Bank, the Executive shall be deemed also to have been terminated with Cause by the other. The Executive shall not be deemed to have been terminated with Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution duly adopted at a meeting of the board of directors called and held for such purpose, which resolution shall (x) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting 4

Cause, and (y) specify the particulars thereof. The resolution of the board of directors shall be deemed to have been duly adopted if and only if it is adopted by the affirmative vote of a majority of the directors of the Corporation then in office or a majority of the directors of the 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 with Cause shall be given to the Executive a reasonable time before the board's meeting. The Executive and the Executive's 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 Agreement limits the Executive's or beneficiaries' right to contest the validity or propriety of the board's determination of Cause. For purposes of this Agreement "Cause" means any of the following 1) an intentional act of fraud, embezzlement, or theft by the Executive in the course of employment. For purposes of this Agreement no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive's part shall be

Cause, and (y) specify the particulars thereof. The resolution of the board of directors shall be deemed to have been duly adopted if and only if it is adopted by the affirmative vote of a majority of the directors of the Corporation then in office or a majority of the directors of the 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 with Cause shall be given to the Executive a reasonable time before the board's meeting. The Executive and the Executive's 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 Agreement limits the Executive's or beneficiaries' right to contest the validity or propriety of the board's determination of Cause. For purposes of this Agreement "Cause" means any of the following 1) an intentional act of fraud, embezzlement, or theft by the Executive in the course of employment. For purposes of this Agreement no act or failure to act on the part of the Executive shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive's part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the Employer's best interests, or 2) intentional violation of any law or significant policy of the Employer that, in the Employer's sole judgment, has an adverse effect on the Employer, or 3) the Executive's gross negligence or gross neglect of duties in the performance of duties, or 4) intentional wrongful damage by the Executive to the business or property of the Employer, including without limitation the Employer's reputation, which in the Employer's sole judgment causes material harm to the Employer, or 5) a breach by the Executive of fiduciary duties or misconduct involving dishonesty, in either case whether in the Executive's capacity as an officer or as a director, or 6) a breach by the Executive of this Agreement that, in the Employer's sole judgment, is a material breach, which breach is not corrected by the Executive within ten days after receiving written notice of the breach, or 7) removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank's affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818 (e)(4) or (g)(1), or 8) conviction of the Executive for or plea of no contest to a felony or conviction of or plea of no contest to a misdemeanor involving moral turpitude, or the actual incarceration of the Executive for seven consecutive days or more, or 9) the occurrence of any event that results in the Executive being excluded from coverage, or having coverage limited for the Executive as compared to other executives of the Employer, under the 5

Employer's blanket bond or other fidelity or insurance policy covering its directors, officers, or employees. 3.3 Voluntary Termination by the Executive Without Good Reason. If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective. 3.4 Involuntary Termination Without Cause and Voluntary Termination with Good Reason. With written notice to the Executive 90 days in advance, the Employer may terminate the Executive's employment without Cause. Termination shall take effect at the end of the 90-day period. With advance written notice to the Employer as provided in paragraph (b), the Executive may terminate employment with Good Reason. If the Executive's employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement a voluntary termination by the Executive will be considered a voluntary termination with Good Reason if the conditions stated

Employer's blanket bond or other fidelity or insurance policy covering its directors, officers, or employees. 3.3 Voluntary Termination by the Executive Without Good Reason. If the Executive terminates employment without Good Reason, the Executive shall receive the Base Salary and expense reimbursement to which the Executive is entitled through the date on which termination becomes effective. 3.4 Involuntary Termination Without Cause and Voluntary Termination with Good Reason. With written notice to the Executive 90 days in advance, the Employer may terminate the Executive's employment without Cause. Termination shall take effect at the end of the 90-day period. With advance written notice to the Employer as provided in paragraph (b), the Executive may terminate employment with Good Reason. If the Executive's employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement a voluntary termination by the Executive will be considered a voluntary termination with Good Reason if the conditions stated in both paragraphs (a) and (b) are satisfied (a) a voluntary termination by the Executive will be considered a voluntary termination with Good Reason if any of the following occur without the Executive's advance written consent, and the term Good Reason shall mean the occurrence of any of the following without the Executive's advance written consent 1) a material diminution of the Executive's Base Salary, or 2) a material diminution of the Executive's authority, duties, or responsibilities, or 3) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that the Executive report to a corporate officer or employee instead of reporting directly to the board of directors, or 4) a material diminution in the budget over which the Executive retains authority, or 5) a material change in the geographic location at which the Executive must perform services for the Employer, or 6) any other action or inaction that constitutes a material breach by the Employer of this Agreement. (b) the Executive must give notice to the Employer of the existence of one or more of the conditions described in paragraph (a) within 90 days after the initial existence of the condition, and the Employer shall have 30 days thereafter to remedy the condition. In addition, the Executive's voluntary 6

termination because of the existence of one or more of the conditions described in paragraph (a) must occur within 24 months after the initial existence of the condition. ARTICLE 4 SEVERANCE COMPENSATION 4.1 Cash Severance after Termination Without Cause or Termination with Good Reason. (a) Subject to the possibility that cash severance after employment termination might be delayed under section 4.1(b), if the Executive's employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment with Good Reason, 30 days after employment termination the Employer shall pay to the Executive in a single lump sum cash in an amount equal to (x) three times the Executive's Base Salary on the date notice of employment termination is given, without discount for the time value of money, plus (y) any bonus earned by the Executive or accrued by the Employer on behalf of the Executive through the date employment termination becomes effective. The Employer and the Executive acknowledge and agree that the compensation and benefits under this section 4.1 shall not be payable if compensation and benefits are payable or shall have been paid to the Executive under Article 5 of this Agreement. (b) If when employment termination occurs the Executive is a specified employee within the meaning of section

termination because of the existence of one or more of the conditions described in paragraph (a) must occur within 24 months after the initial existence of the condition. ARTICLE 4 SEVERANCE COMPENSATION 4.1 Cash Severance after Termination Without Cause or Termination with Good Reason. (a) Subject to the possibility that cash severance after employment termination might be delayed under section 4.1(b), if the Executive's employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment with Good Reason, 30 days after employment termination the Employer shall pay to the Executive in a single lump sum cash in an amount equal to (x) three times the Executive's Base Salary on the date notice of employment termination is given, without discount for the time value of money, plus (y) any bonus earned by the Executive or accrued by the Employer on behalf of the Executive through the date employment termination becomes effective. The Employer and the Executive acknowledge and agree that the compensation and benefits under this section 4.1 shall not be payable if compensation and benefits are payable or shall have been paid to the Executive under Article 5 of this Agreement. (b) If when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, and if the cash severance payment under section 4.1(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available, the Executive's cash severance payment under section 4.1(a) shall be paid to the Executive in a single lump sum on the first day of the seventh month after the month in which the Executive's employment terminates. References in this Agreement to section 409A of the Internal Revenue Code of 1986 include rules, regulations, and guidance of general application issued by the Department of the Treasury under Internal Revenue Code section 409A. 4.2 Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive's employment terminates involuntarily but without Cause, voluntarily but with Good Reason, or because of disability, the Employer shall continue or cause to be continued at the Employer's expense and on behalf of the Executive and the Executive's dependents medical insurance coverage, the long-term care insurance benefit under section 2.2 (d), and the disability reimbursement and gross-up benefit under section 2.2(e), in each case as in effect during and in accordance with the same schedule prevailing in the two years preceding the date of the Executive's termination. The medical and disability (including income tax gross up) insurance benefits provided by this section 4.2(a) shall continue until the first to occur of (w) the Executive's return to employment with the Employer or another employer providing equivalent or superior insurance benefits, (x) the Executive's attainment of age 65, (y) the Executive's death, or (z) the end of the term remaining under this Agreement when the Executive's employment terminates. The long-term care insurance benefit under section 2.2(d) shall continue until the policy is fully paid. If continued long-term care insurance benefits under section 2.2(d) constitute taxable income to the Executive, the Employer shall reimburse the Executive for federal and 7

state income taxes imposed on the Executive that are attributable to continued maintenance of the long-term care insurance coverage, and the amount reimbursed by the Employer shall be grossed up to compensate the Executive for federal and state income taxes imposed as a result of the Employer's reimbursement. (b) If (w) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive's coverage or (x) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of providing continued medical and disability (including income tax gross up) insurance benefits for the Executive under section 4.2(a) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer's projected cost to maintain that particular insurance benefit had the Executive's employment not terminated, assuming continued coverage for the lesser of 36 months or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b) applies and a six-month delay

state income taxes imposed on the Executive that are attributable to continued maintenance of the long-term care insurance coverage, and the amount reimbursed by the Employer shall be grossed up to compensate the Executive for federal and state income taxes imposed as a result of the Employer's reimbursement. (b) If (w) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive's coverage or (x) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of providing continued medical and disability (including income tax gross up) insurance benefits for the Executive under section 4.2(a) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer's projected cost to maintain that particular insurance benefit had the Executive's employment not terminated, assuming continued coverage for the lesser of 36 months or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive's employment terminates. If (y) under the terms of the long-term care insurance policy it is not possible to continue the Executive's coverage or (z) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if continuation of the long-term care insurance benefit would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of providing the continued long-term care insurance benefit under section 4.2(a) (including income tax gross up), the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer's projected cost to maintain the long-term care insurance policy (including income tax gross up) until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive's employment terminates. ARTICLE 5 CHANGE IN CONTROL BENEFITS 5.1 Change in Control Benefits. If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive's annual compensation. For this purpose annual compensation means (x) the Executive's Base Salary when the Change in Control occurs plus (y) any bonus or incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual 8

compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans and annual compensation shall not include any compensation earned in the Executive's capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this section 5.1 is payable no later than five business days after the Change in Control. If the Executive receives payment under this section 5.1 the Executive shall not be entitled to any cash severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion. 5.2 Change in Control Defined. For purposes of this Agreement "Change in Control" means a change in control as defined in Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, including (a) Change in ownership: a change in ownership of the Corporation occurs on the date any one person or group

compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans and annual compensation shall not include any compensation earned in the Executive's capacity as a director. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this section 5.1 is payable no later than five business days after the Change in Control. If the Executive receives payment under this section 5.1 the Executive shall not be entitled to any cash severance benefits under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1 on no more than one occasion. 5.2 Change in Control Defined. For purposes of this Agreement "Change in Control" means a change in control as defined in Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, including (a) Change in ownership: a change in ownership of the Corporation occurs on the date any one person or group accumulates ownership of Corporation stock constituting more than 50% of the total fair market value or total voting power of Corporation stock, (b) Change in effective control: (x) any one person or more than one person acting as a group acquires within a 12-month period ownership of Corporation stock possessing 30% or more of the total voting power of Corporation stock, or (y) a majority of the Corporation's board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed in advance by a majority of the Corporation's board of directors, or (c) Change in ownership of a substantial portion of assets: a change in ownership of a substantial portion of the Corporation's assets occurs if in a 12-month period any one person or more than one person acting as a group acquires from the Corporation assets having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the Corporation's assets immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of the Corporation's assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets. 5.3 Gross-Up for Taxes. (a) Additional payment to account for Excise Taxes. If the Executive receives the lump sum payment under section 5.1 of this Agreement and acceleration of benefits under any other benefit, compensation, or incentive plan or arrangement with the Employer (collectively, the "Total Benefits"), and if any part of the Total Benefits is subject to the Excise Tax under section 280G and section 4999 of the Internal Revenue Code (the "Excise Tax"), the Employer shall pay or cause to be paid to the Executive the following additional amounts, consisting of (x) a payment equal to the Excise Tax payable by the Executive under section 4999 on the Total Benefits (the "Excise Tax Payment") and (y) a payment equal to the amount necessary to provide the Excise Tax Payment net of all income, payroll, and excise taxes. Together, the additional amounts described in clauses (x) and (y) are referred to in this Agreement as the "Gross-Up Payment Amount." Payment of the Gross-Up Payment Amount shall be made in addition to the amount set forth in section 5.1. 9

Calculating the Excise Tax. For purposes of determining whether any of the Total Benefits will be subject to the Excise Tax and for purposes of determining the amount of the Excise Tax, 1) Determination of "parachute payments" subject to the Excise Tax: any other payments or benefits received or to be received by the Executive as a result of the Change in Control or the Executive's employment termination (whether under the terms of this Agreement or any other agreement or any other benefit plan or arrangement with the Employer, any person whose actions result in a Change in Control, or any person affiliated with the Employer or such person) shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Internal Revenue Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the Employer as of the date immediately before the Change in Control (the "Accounting Firm") such other payments or benefits do not constitute (in whole or in part) parachute payments, or such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Internal Revenue Code in excess of the "base amount" (as defined in section 280G(b) (3) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax,

Calculating the Excise Tax. For purposes of determining whether any of the Total Benefits will be subject to the Excise Tax and for purposes of determining the amount of the Excise Tax, 1) Determination of "parachute payments" subject to the Excise Tax: any other payments or benefits received or to be received by the Executive as a result of the Change in Control or the Executive's employment termination (whether under the terms of this Agreement or any other agreement or any other benefit plan or arrangement with the Employer, any person whose actions result in a Change in Control, or any person affiliated with the Employer or such person) shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Internal Revenue Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of the certified public accounting firm that is retained by the Employer as of the date immediately before the Change in Control (the "Accounting Firm") such other payments or benefits do not constitute (in whole or in part) parachute payments, or such excess parachute payments represent (in whole or in part) reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Internal Revenue Code in excess of the "base amount" (as defined in section 280G(b) (3) of the Internal Revenue Code), or are otherwise not subject to the Excise Tax, 2) Calculation of benefits subject to the Excise Tax: the amount of the Total Benefits that shall be treated as subject to the Excise Tax shall be equal to the lesser of (x) the total amount of the Total Benefits reduced by the amount of such Total Benefits that in the opinion of the Accounting Firm are not parachute payments, or (y) the amount of excess parachute payments within the meaning of section 280G(b)(1) (after applying clause (1), above), and 3) Value of noncash benefits and deferred payments: the value of any noncash benefits or any deferred payment or benefit shall be determined by the Accounting Firm in accordance with the principles of sections 280G(d)(3) and (4) of the Internal Revenue Code. Assumed Marginal Income Tax Rate. For purposes of determining the Gross-Up Payment Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar years in which the Gross-Up Payment Amount is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the date of the Change in Control or termination of employment, net of the reduction in federal income taxes that can be obtained from deduction of such state and local taxes (calculated by assuming that any reduction under section 68 of the Internal Revenue Code in the amount of itemized deductions allowable to the Executive applies first to reduce the amount of such state and local income taxes that would otherwise be deductible by the Executive, and applicable federal FICA and Medicare withholding taxes). 10

Return of Reduced Excise Tax Payment or Payment of Additional Excise Tax. If the Excise Tax is later determined to be less than the amount taken into account hereunder when the Change in Control occurred or when the Executive's employment terminated, the Executive shall repay to the Employer - when the amount of the reduction in Excise Tax is finally determined - the portion of the Gross-Up Payment Amount attributable to the reduction (plus that portion of the Gross-Up Payment Amount attributable to the Excise Tax, federal, state and local income taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment Amount being repaid by the Executive to the extent that the repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state or local income tax deduction). If the Excise Tax is later determined to be more than the amount taken into account hereunder when the Change in Control occurred or when the Executive's employment terminated (due, for example, to a payment whose existence or amount cannot be determined at the time of the Gross-Up Payment Amount), the Employer shall make an additional payment to the Executive for that excess (plus any interest, penalties or additions payable by the Executive for the excess) when the amount of the excess is finally determined. (b) Responsibilities of the Accounting Firm and the Bank. Determinations Shall Be Made by the Accounting Firm. Subject to the provisions of section 5.3(a), all determinations required to be made under this section 5.3(b) - including whether and when a Gross-Up Payment Amount is required, the amount of the Gross-Up Payment Amount and the assumptions to be used to arrive at the determination (collectively, the "Determination")

Return of Reduced Excise Tax Payment or Payment of Additional Excise Tax. If the Excise Tax is later determined to be less than the amount taken into account hereunder when the Change in Control occurred or when the Executive's employment terminated, the Executive shall repay to the Employer - when the amount of the reduction in Excise Tax is finally determined - the portion of the Gross-Up Payment Amount attributable to the reduction (plus that portion of the Gross-Up Payment Amount attributable to the Excise Tax, federal, state and local income taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment Amount being repaid by the Executive to the extent that the repayment results in a reduction in Excise Tax, FICA and Medicare withholding taxes and/or a federal, state or local income tax deduction). If the Excise Tax is later determined to be more than the amount taken into account hereunder when the Change in Control occurred or when the Executive's employment terminated (due, for example, to a payment whose existence or amount cannot be determined at the time of the Gross-Up Payment Amount), the Employer shall make an additional payment to the Executive for that excess (plus any interest, penalties or additions payable by the Executive for the excess) when the amount of the excess is finally determined. (b) Responsibilities of the Accounting Firm and the Bank. Determinations Shall Be Made by the Accounting Firm. Subject to the provisions of section 5.3(a), all determinations required to be made under this section 5.3(b) - including whether and when a Gross-Up Payment Amount is required, the amount of the Gross-Up Payment Amount and the assumptions to be used to arrive at the determination (collectively, the "Determination") - shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to the Employer and the Executive within 15 business days after receipt of notice from the Employer or the Executive that there has been a Gross-Up Payment Amount, or such earlier time as is requested by the Employer. Fees and Expenses of the Accounting Firm and Agreement with the Accounting Firm. All fees and expenses of the Accounting Firm shall be borne solely by the Employer. The Employer shall enter into any agreement requested by the Accounting Firm in connection with the performance of its services hereunder. Accounting Firm's Opinion. If the Accounting Firm determines that no Excise Tax is payable by the Executive, the Accounting Firm shall furnish the Executive with a written opinion to that effect, and to the effect that failure to report Excise Tax, if any, on the Executive's applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Accounting Firm's Determination Is Binding; Underpayment and Overpayment. The Determination by the Accounting Firm shall be binding on the Employer and the Executive. Because of the uncertainty in determining whether any of the Total Benefits will be subject to the Excise Tax at the time of the Determination, it is possible that a Gross-Up Payment Amount that should have been made will not have been made by the Employer ("Underpayment"), or that a Gross-Up Payment Amount will be made that should not have been made by the Employer ("Overpayment"). If, after a Determination by the Accounting Firm, the Executive is required to make a payment of additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment. The Underpayment (together 11

with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Employer to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the Excise Tax according to section 5.3(a), the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of the Employer. Provided that the Executive's expenses are reimbursed by the Employer, the Executive shall cooperate with any reasonable requests by the Employer in any contests or disputes with the Internal Revenue Service relating to the Excise Tax. Accounting Firm Conflict of Interest. If the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Executive may appoint another nationally recognized public accounting firm to make the Determinations required hereunder (in which case the term "Accounting Firm" as used in this Agreement shall be deemed to refer to the accounting firm appointed by the Executive under this paragraph).

with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Employer to or for the benefit of the Executive. If the Gross-Up Payment Amount exceeds the amount necessary to reimburse the Executive for the Excise Tax according to section 5.3(a), the Accounting Firm shall determine the amount of the Overpayment. The Overpayment (together with interest at the rate provided in section 1274(d)(2)(B) of the Internal Revenue Code) shall be paid promptly by the Executive to or for the benefit of the Employer. Provided that the Executive's expenses are reimbursed by the Employer, the Executive shall cooperate with any reasonable requests by the Employer in any contests or disputes with the Internal Revenue Service relating to the Excise Tax. Accounting Firm Conflict of Interest. If the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control, the Executive may appoint another nationally recognized public accounting firm to make the Determinations required hereunder (in which case the term "Accounting Firm" as used in this Agreement shall be deemed to refer to the accounting firm appointed by the Executive under this paragraph). ARTICLE 6 CONFIDENTIALITY AND CREATIVE WORK 6.1 Non-disclosure. The Executive covenants and agrees not to reveal to any person, firm, or corporation any confidential information of any nature concerning the Employer or its business, or anything connected therewith. As used in this Article 6 the term "confidential information" means all of the Employer's and the Employer's affiliates' confidential and proprietary information and trade secrets in existence on the date hereof or existing at any time during the term of this Agreement, including but not limited to (a) the whole or any portion or phase of any business plans, financial information, purchasing data, supplier data, accounting data, or other financial information, (b) the whole or any portion or phase of any research and development information, design procedures, algorithms or processes, or other technical information, (c) the whole or any portion or phase of any marketing or sales information, sales records, customer lists, prices, sales projections, or other sales information, and (d) trade secrets, as defined from time to time by the laws of the State of South Carolina. Notwithstanding the foregoing, confidential information excludes information that - as of the date hereof or at any time after the date hereof - is published or disseminated without obligation of confidence or that becomes a part of the public domain (x) by or through action of the Employer, or (y) otherwise than by or at the direction of the Executive. This section 6.1 does not prohibit disclosure required by an order of a court having jurisdiction or a subpoena 12

from an appropriate governmental agency or disclosure made by the Executive in the ordinary course of business and within the scope of the Executive's authority. 6.2 Return of Materials. The Executive agrees to deliver or return to the Employer upon termination, upon expiration of this Agreement, or as soon thereafter as possible, all written information and any other similar items furnished by the Employer or prepared by the Executive in connection with the Executive's services hereunder. The Executive will retain no copies thereof after termination of this Agreement or termination of the Executive's employment. 6.3 Creative Work. The Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term of this Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Employer. The Executive hereby assigns to the Employer all rights, title, and interest, whether by way of copyrights, trade secret, trademark,

from an appropriate governmental agency or disclosure made by the Executive in the ordinary course of business and within the scope of the Executive's authority. 6.2 Return of Materials. The Executive agrees to deliver or return to the Employer upon termination, upon expiration of this Agreement, or as soon thereafter as possible, all written information and any other similar items furnished by the Employer or prepared by the Executive in connection with the Executive's services hereunder. The Executive will retain no copies thereof after termination of this Agreement or termination of the Executive's employment. 6.3 Creative Work. The Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term of this Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Employer. The Executive hereby assigns to the Employer all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether the same is subject to protection by patent, trademark, or copyright laws. 6.4 Affiliates' Confidential Information is Covered; Confidentiality Obligation Survives Termination. For purposes of this Agreement, the term "affiliate" of the Employer includes any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Corporation or the Bank. The rights and obligations set forth in this Article 6 shall survive termination of this Agreement. 6.5 Injunctive Relief. The Executive acknowledges that it is impossible to measure in money the damages that will accrue to the Employer if the Executive fails to observe the obligations imposed by this Article 6. Accordingly, if the Employer institutes an action to enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available to the Employer, and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists. The confidentiality and remedies provisions of this Article 6 shall be in addition to and shall not be deemed to supersede or restrict, limit, or impair the Employer's rights under applicable state or federal statute or regulation dealing with or providing a remedy for the wrongful disclosure, misuse, or misappropriation of trade secrets or proprietary or confidential information. ARTICLE 7 COMPETITION AFTER EMPLOYMENT TERMINATION 7.1 Covenant Not to Solicit Employees. The Executive agrees not to solicit the services of any officer or employee of the Bank for one year after the Executive's employment termination. 7.2 Covenant Not to Compete. (a) The Executive covenants and agrees not to compete directly or indirectly with the Employer for one year after employment termination. For purposes of this section 13

1) the term "compete" means (a) providing financial products or services on behalf of any financial institution for any person residing in the territory, (b) assisting (other than through the performance of ministerial or clerical duties) any financial institution in providing financial products or services to any person residing in the territory, or (c) inducing or attempting to induce any person who was a customer of the Employer at the date of the Executive's employment termination to seek financial products or services from another financial institution. 2) the words "directly or indirectly" means (a) acting as a consultant, officer, director, independent contractor, or employee of any financial institution in competition with the Employer in the territory, or

1) the term "compete" means (a) providing financial products or services on behalf of any financial institution for any person residing in the territory, (b) assisting (other than through the performance of ministerial or clerical duties) any financial institution in providing financial products or services to any person residing in the territory, or (c) inducing or attempting to induce any person who was a customer of the Employer at the date of the Executive's employment termination to seek financial products or services from another financial institution. 2) the words "directly or indirectly" means (a) acting as a consultant, officer, director, independent contractor, or employee of any financial institution in competition with the Employer in the territory, or (b) communicating to such financial institution the names or addresses or any financial information concerning any person who was a customer of the Employer when the Executive's employment terminated. 3) the term "customer" means any person to whom the Employer is providing financial products or services on the date of the Executive's employment termination. 4) the term "financial institution" means any bank, savings association, or bank or savings association holding company, or any other institution, the business of which is engaging in activities that are financial in nature or incidental to such financial activities as described in section 4(k) of the Bank Holding Company Act of 1956, other than the Employer or any of its affiliated corporations. 5) "financial product or service" means any product or service that a financial institution or a financial holding company could offer by engaging in any activity that is financial in nature or incidental to such a financial activity under section 4(k) of the Bank Holding Company Act of 1956 and that is offered by the Employer or an affiliate on the date of the Executive's employment termination, including but not limited to banking activities and activities that are closely related and a proper incident to banking. 6) the term "person" means any individual or individuals, corporation, partnership, fiduciary or association. 7) the term "territory" means the area within a 15-mile radius of any office of the Employer at the date of the Executive's employment termination. 14

(b) If any provision of this section or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographical and temporal restrictions contained therein) is held to be unenforceable or invalid for any reason, the unenforceable or invalid provision or portion shall be modified or deleted so that the provisions hereof, as modified, are legal and enforceable to the fullest extent permitted under applicable law. 7.3 Injunctive and Other Relief. Because of the unique character of the services to be rendered by the Executive hereunder, the Executive understands that the Employer would not have an adequate remedy at law for the material breach or threatened breach by the Executive of any one or more of the Executive's covenants in this Article 7. Accordingly, the Executive agrees that the Employer's remedies for a material breach or threatened breach of this Article 7 include but are not limited to (x) forfeiture of any money representing accrued salary, contingent payments, or other fringe benefits due and payable to the Executive, (y) forfeiture of any severance benefits under sections 4.1 and 4.2 of this Employment Agreement, and (z) a suit in equity by the Employer to enjoin the Executive from the breach or threatened breach of such covenants. The Executive hereby waives the claim or defense that an adequate remedy at law is available to the Bank and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists. Nothing herein shall be construed to prohibit the Employer from pursuing any other or additional remedies for the breach or threatened breach.

(b) If any provision of this section or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographical and temporal restrictions contained therein) is held to be unenforceable or invalid for any reason, the unenforceable or invalid provision or portion shall be modified or deleted so that the provisions hereof, as modified, are legal and enforceable to the fullest extent permitted under applicable law. 7.3 Injunctive and Other Relief. Because of the unique character of the services to be rendered by the Executive hereunder, the Executive understands that the Employer would not have an adequate remedy at law for the material breach or threatened breach by the Executive of any one or more of the Executive's covenants in this Article 7. Accordingly, the Executive agrees that the Employer's remedies for a material breach or threatened breach of this Article 7 include but are not limited to (x) forfeiture of any money representing accrued salary, contingent payments, or other fringe benefits due and payable to the Executive, (y) forfeiture of any severance benefits under sections 4.1 and 4.2 of this Employment Agreement, and (z) a suit in equity by the Employer to enjoin the Executive from the breach or threatened breach of such covenants. The Executive hereby waives the claim or defense that an adequate remedy at law is available to the Bank and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists. Nothing herein shall be construed to prohibit the Employer from pursuing any other or additional remedies for the breach or threatened breach. 7.4 Article 7 Survives Termination But Is Void After a Change in Control. The rights and obligations set forth in this Article 7 shall survive termination of this Agreement. However, Article 7 shall become null and void if a Change in Control occurs before employment termination. ARTICLE 8 MISCELLANEOUS 8.1 Successors and Assigns. (a) This Agreement is binding on successors. This Agreement shall be binding upon the Employer and any successor, including any persons acquiring directly or indirectly all or substantially all of the business or assets of the Employer by purchase, merger, consolidation, reorganization, or otherwise. But this Agreement and the Employer's obligations under this Agreement are not otherwise assignable, transferable, or delegable by the Employer. By agreement in form and substance satisfactory to the Executive, the Employer shall require any successor to all or substantially all of the business or assets of the Employer expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Employer would be required to perform had no succession occurred. (b) This Agreement is enforceable by the Executive's heirs. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees. (c) This Agreement is personal and is not assignable. This Agreement is personal in nature. Without written consent of the other parties, no party shall assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement except as expressly provided herein. Without limiting the 15

generality or effect of the foregoing, the Executive's right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by the Executive's will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this section 8.1, the Employer shall have no liability to pay any amount to the assignee or transferee. 8.2 Governing Law, Jurisdiction and Forum. This Agreement shall be construed under and governed by the internal laws of the State of South Carolina, without giving effect to any conflict of laws provision or rule (whether of the State of South Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of South Carolina. By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction of both the federal and state courts in the State of South Carolina. Any actions or proceedings instituted under this Agreement shall be brought and tried solely in courts located in Spartanburg County, South Carolina or in the federal court having jurisdiction in Spartanburg, South Carolina. The Executive expressly waives the right to have any such actions or proceedings brought or tried elsewhere.

generality or effect of the foregoing, the Executive's right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by the Executive's will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this section 8.1, the Employer shall have no liability to pay any amount to the assignee or transferee. 8.2 Governing Law, Jurisdiction and Forum. This Agreement shall be construed under and governed by the internal laws of the State of South Carolina, without giving effect to any conflict of laws provision or rule (whether of the State of South Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of South Carolina. By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction of both the federal and state courts in the State of South Carolina. Any actions or proceedings instituted under this Agreement shall be brought and tried solely in courts located in Spartanburg County, South Carolina or in the federal court having jurisdiction in Spartanburg, South Carolina. The Executive expressly waives the right to have any such actions or proceedings brought or tried elsewhere. 8.3 Entire Agreement. This Agreement sets forth the entire agreement of the parties concerning the employment of the Executive by the Employer. Any oral or written statements, representations, agreements, or understandings made or entered into before or contemporaneously with the execution of this Agreement are hereby rescinded, revoked, and rendered null and void by the parties. 8.4 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid. Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of the Executive on the books and records of the Employer at the time of the delivery of such notice, and properly addressed to the Employer if addressed to the Board of Directors, First South Bancorp, Inc., 1450 John B. White Sr. Boulevard, Spartanburg, South Carolina 29306. 8.5 Severability. If there is a conflict between any provision of this Agreement and any statute, regulation, or judicial precedent, the latter shall prevail, but the affected provisions of this Agreement shall be curtailed and limited solely to the extent necessary to bring them within the requirements of law. If any provision of this Agreement is held by a court of competent jurisdiction to be indefinite, invalid, void or voidable, or otherwise unenforceable, the remainder of this Agreement shall continue in full force and effect unless that would clearly be contrary to the intentions of the parties or would result in an injustice. 8.6 Captions and Counterparts. The captions in this Agreement are solely for convenience and do not define, limit, or describe the scope or intent of this Agreement. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. 8.7 No Duty to Mitigate. The Employer hereby acknowledges that it will be difficult and could be impossible (x) for the Executive to find reasonably 16

comparable employment after employment termination, and (y) to measure the amount of damages the Executive may suffer as a result of termination. Additionally, the Employer acknowledges that its general severance pay plans do not provide for mitigation, offset, or reduction of any severance payment received thereunder. The Employer further acknowledges that the payment of severance benefits under this Agreement is reasonable and shall be liquidated damages. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment. Moreover, the amount of any payment provided for in this Agreement shall not be reduced by any compensation earned or benefits provided as the result of employment of the Executive or as a result of the Executive being self-employed after employment termination. 8.8 Amendment and Waiver. This Agreement may not be amended, released, discharged, abandoned, changed, or modified in any manner, except by an instrument in writing signed by each of the parties hereto. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision, nor affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver or any breach of this Agreement shall be held to

comparable employment after employment termination, and (y) to measure the amount of damages the Executive may suffer as a result of termination. Additionally, the Employer acknowledges that its general severance pay plans do not provide for mitigation, offset, or reduction of any severance payment received thereunder. The Employer further acknowledges that the payment of severance benefits under this Agreement is reasonable and shall be liquidated damages. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment. Moreover, the amount of any payment provided for in this Agreement shall not be reduced by any compensation earned or benefits provided as the result of employment of the Executive or as a result of the Executive being self-employed after employment termination. 8.8 Amendment and Waiver. This Agreement may not be amended, released, discharged, abandoned, changed, or modified in any manner, except by an instrument in writing signed by each of the parties hereto. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of any such provision, nor affect the validity of this Agreement or any part thereof or the right of any party thereafter to enforce each and every such provision. No waiver or any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. 8.9 Payment of Legal Fees. The Employer is aware that after a Change in Control management could cause or attempt to cause the Employer to refuse to comply with its obligations under this Agreement, or could institute or cause or attempt to cause the Employer to institute litigation seeking to have this Agreement declared unenforceable, or could take or attempt to take other action to deny Executive the benefits intended under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Employer desires that the Executive not be required to incur the expenses associated with the enforcement of rights under this Agreement, whether by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive hereunder. The Employer desires that the Executive not be forced to negotiate settlement of rights under this Agreement under threat of incurring expenses. Accordingly, if after a Change in Control occurs it appears to the Executive that (x) the Employer has failed to comply with any of its obligations under this Agreement, or (y) the Employer or any other person has taken any action to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish, or to recover from the Executive the benefits intended to be provided to the Executive hereunder, the Employer irrevocably authorizes the Executive from time to time to retain counsel of the Executive's choice, at the Employer's expense as provided in this section 8.9, to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Employer or any director, officer, stockholder, or other person affiliated with the Employer, in any jurisdiction. Despite any existing or previous attorney-client relationship between the Employer and any counsel chosen by the Executive under this section 8.9, the Employer irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Employer and the Executive agree that a 17

confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Employer's obligation to pay the Executive's legal fees provided by this section 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Employer may have with the Executive under any separate severance or other agreement. Despite anything in this Agreement to the contrary, however, the Employer shall not be required to pay or reimburse Executive's legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]. 8.10 Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive's employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any contrary provision of this Agreement the Executive shall not be entitled to the payments until the earliest of (x) the

confidential relationship shall exist between the Executive and that counsel. The fees and expenses of counsel selected from time to time by the Executive as provided in this section shall be paid or reimbursed to the Executive by the Employer on a regular, periodic basis upon presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel's customary practices, up to a maximum aggregate amount of $500,000, whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or appellate proceedings. The Employer's obligation to pay the Executive's legal fees provided by this section 8.9 operates separately from and in addition to any legal fee reimbursement obligation the Employer may have with the Executive under any separate severance or other agreement. Despite anything in this Agreement to the contrary, however, the Employer shall not be required to pay or reimburse Executive's legal expenses if doing so would violate section 18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the Federal Deposit Insurance Corporation [12 CFR 359.3]. 8.10 Compliance with Internal Revenue Code Section 409A. The Employer and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with section 409A of the Internal Revenue Code of 1986. If when the Executive's employment terminates the Executive is a specified employee, as defined in section 409A of the Internal Revenue Code of 1986, and if any payments under this Agreement, including Articles 4 or 5, will result in additional tax or interest to the Executive because of section 409A, then despite any contrary provision of this Agreement the Executive shall not be entitled to the payments until the earliest of (x) the date that is at least six months after termination of the Executive's employment for reasons other than the Executive's death, (y) the date of the Executive's death, or (z) any earlier date that does not result in additional tax or interest to the Executive under section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum. If any provision of this Agreement does not satisfy the requirements of section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under section 409A, the Employer shall reform the provision. However, the Employer shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Employer shall not be required to incur any additional compensation expense as a result of the reformed provision. IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.
EXECUTIVE -----------------------Barry L. Slider FIRST SOUTH BANK By: ---------------------------

Its: ---------------------------

FIRST SOUTH BANCORP, INC. By: --------------------------Its: ---------------------------

Exhibit 10.11 FIRST SOUTH BANK DIRECTOR RETIREMENT AGREEMENT This DIRECTOR RETIREMENT AGREEMENT (this "Agreement") is entered into as of this 20th day of February, 2008, by and between First South Bank, a South Carolina-chartered bank (the "Bank"), and Barry L. Slider, a director of the Bank (the "Director"). WHEREAS, to encourage the Director to remain a member of the Bank's board of directors, the Bank is willing to provide to the Director retirement benefits payable from the Bank's general assets,

Exhibit 10.11 FIRST SOUTH BANK DIRECTOR RETIREMENT AGREEMENT This DIRECTOR RETIREMENT AGREEMENT (this "Agreement") is entered into as of this 20th day of February, 2008, by and between First South Bank, a South Carolina-chartered bank (the "Bank"), and Barry L. Slider, a director of the Bank (the "Director"). WHEREAS, to encourage the Director to remain a member of the Bank's board of directors, the Bank is willing to provide to the Director retirement benefits payable from the Bank's general assets, WHEREAS, the parties hereto intend that this Agreement shall be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits for the Director, and to be considered a nonqualified benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Director is fully advised of the Bank's financial status, 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 the Bank, is contemplated insofar as the Bank is concerned. NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and acceptance of which are hereby acknowledged, the Director and the Bank hereby agree as follows. ARTICLE 1 DEFINITIONS 1.1 "Accrual Balance" means the liability that should be accrued by the Bank under generally accepted accounting principles ("GAAP") for the Bank's obligation to the Director under this Agreement, applying Accounting Principles Board Opinion No. 12, as amended by Statement of Financial Accounting Standards No. 106, and the calculation method and discount rate specified hereinafter. The Accrual Balance shall be calculated such that when it is credited with interest each month the Accrual Balance at Normal Retirement Age equals the present value of the normal retirement benefits. The discount rate means the rate used by the Plan Administrator for determining the Accrual Balance. In its sole discretion the Plan Administrator may adjust the discount rate to maintain the rate within reasonable standards according to GAAP. 1.2 "Beneficiary" means each designated person, determined according to Article 4, or the estate of the deceased Director, entitled to benefits, if any, at the Director's death.

1.3 "Beneficiary Designation Form" means the form established from time to time by the Plan Administrator that the Director completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries. 1.4 "Change in Control" means a change in control as defined in Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, including (a) Change in ownership: a change in ownership of First South Bancorp, Inc., a South Carolina corporation of which the Bank is a wholly owned subsidiary, occurs on the date any one person or group accumulates ownership of First South Bancorp, Inc. stock constituting more than 50% of the total fair market value or total voting power of First South Bancorp, Inc. stock, (b) Change in effective control: (x) any one person, or more than one person acting as a group, acquires within a 12-month period ownership of First South Bancorp, Inc. stock possessing 30% or more of the total voting power of First South Bancorp, Inc. stock, or (y) a majority of First South Bancorp, Inc.'s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed in advance by a majority of First South Bancorp, Inc.'s board of directors, or

1.3 "Beneficiary Designation Form" means the form established from time to time by the Plan Administrator that the Director completes, signs, and returns to the Plan Administrator to designate one or more Beneficiaries. 1.4 "Change in Control" means a change in control as defined in Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, including (a) Change in ownership: a change in ownership of First South Bancorp, Inc., a South Carolina corporation of which the Bank is a wholly owned subsidiary, occurs on the date any one person or group accumulates ownership of First South Bancorp, Inc. stock constituting more than 50% of the total fair market value or total voting power of First South Bancorp, Inc. stock, (b) Change in effective control: (x) any one person, or more than one person acting as a group, acquires within a 12-month period ownership of First South Bancorp, Inc. stock possessing 30% or more of the total voting power of First South Bancorp, Inc. stock, or (y) a majority of First South Bancorp, Inc.'s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed in advance by a majority of First South Bancorp, Inc.'s board of directors, or (c) Change in ownership of a substantial portion of assets: a change in ownership of a substantial portion of First South Bancorp, Inc.'s assets occurs if in a 12-month period any one person or more than one person acting as a group acquires from First South Bancorp, Inc. assets having a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of First South Bancorp, Inc.'s assets immediately before the acquisition or acquisitions. For this purpose, gross fair market value means the value of First South Bancorp, Inc.'s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with the assets. 1.5 "Code" means the Internal Revenue Code of 1986, as amended, and rules, regulations, and guidance of general application issued by the Department of the Treasury under the Internal Revenue Code of 1986, as amended. 1.6 "Disability" means, because of a medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of at least 12 months, (x) the Director is unable to engage in any substantial gainful activity, or (y) the Director is receiving income replacement benefits for a period of at least three months under an accident and health plan. Medical determination of disability may be made either by the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank or its subsidiaries. Upon request of the Plan Administrator, the Director must submit proof to the Plan Administrator of the Social Security Administration's or provider's determination. 1.7 "Early Termination" means Separation from Service before Normal Retirement Age for reasons other than death, Disability, or Termination with Cause. 2

1.8 "Effective Date" means February 20, 2008. 1.9 "Normal Retirement Age" means the Director's 70th birthday. 1.10 "Plan Administrator" or "Administrator" means the plan administrator described in Article 7. 1.11 "Plan Year" means a twelve-month period commencing on January 1 and ending on December 31 of each year. 1.12 "Separation from Service" means the Director's service as a director and independent contractor to the Bank and any member of a controlled group, as defined in Code section 414, terminates for any reason, other than because of a leave of absence approved by the Bank or the Director's death. For purposes of this Agreement, if there is a dispute about the status of the Director or the date of the Director's Separation from Service, the Bank shall have the sole and absolute right to decide the dispute unless a Change in Control shall have occurred.

1.8 "Effective Date" means February 20, 2008. 1.9 "Normal Retirement Age" means the Director's 70th birthday. 1.10 "Plan Administrator" or "Administrator" means the plan administrator described in Article 7. 1.11 "Plan Year" means a twelve-month period commencing on January 1 and ending on December 31 of each year. 1.12 "Separation from Service" means the Director's service as a director and independent contractor to the Bank and any member of a controlled group, as defined in Code section 414, terminates for any reason, other than because of a leave of absence approved by the Bank or the Director's death. For purposes of this Agreement, if there is a dispute about the status of the Director or the date of the Director's Separation from Service, the Bank shall have the sole and absolute right to decide the dispute unless a Change in Control shall have occurred. 1.13 "Termination with Cause" or "Cause" means the Director is not nominated by the board or nominating committee for reelection as a director after the expiration of the Director's current term, or the Director is removed from the board of directors, in either case (a) because of the Director's gross negligence or gross neglect of duties, or (b) because of the Director's commission of a felony, or commission of a misdemeanor involving moral turpitude, or (c) because of the Director's fraud, disloyalty, dishonesty, or willful violation of any law or significant policy of the Bank committed in connection with the Director's service and resulting in an adverse effect on the Bank, or a breach of the Executive's fiduciary duties for personal profit, or (d) because the Director is removed from service or permanently prohibited from participating in the Bank's affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act [12 U.S.C. 1818 (e)(4) or (g)(1)]. ARTICLE 2 LIFETIME BENEFIT 2.1 Normal Retirement. Unless Separation from Service occurs before Normal Retirement Age and unless the Director shall have received the benefit under section 2.4 after a Change in Control, when the Director attains Normal Retirement Age the Bank shall pay to the Director the benefit described in this section 2.1 instead of any other benefit under this Agreement. If the Director's Separation from Service after payment of benefits under this section 2.1 commences is a Termination with Cause or if this Agreement terminates under Article 5, no further benefits shall be paid to the Director. 3

2.1.1 Amount of benefit. The annual benefit under this section 2.1 is $30,000. 2.1.2 Payment of benefit. Beginning with the month immediately after the month in which the Director attains Normal Retirement Age, the Bank shall pay the annual benefit to the Director in equal monthly installments on the first day of each month. The annual benefit shall be paid to the Director for ten years. 2.2 Early Termination. Unless the Director shall have received the benefit under section 2.4 after a Change in Control, upon Early Termination the Bank shall pay to the Director the benefit described in this section 2.2 instead of any other benefit under this Agreement. However, no benefits shall be payable if this Agreement terminates under Article 5. 2.2.1 Amount of benefit. The annual benefit under this section 2.2 is calculated as the amount that fully amortizes

2.1.1 Amount of benefit. The annual benefit under this section 2.1 is $30,000. 2.1.2 Payment of benefit. Beginning with the month immediately after the month in which the Director attains Normal Retirement Age, the Bank shall pay the annual benefit to the Director in equal monthly installments on the first day of each month. The annual benefit shall be paid to the Director for ten years. 2.2 Early Termination. Unless the Director shall have received the benefit under section 2.4 after a Change in Control, upon Early Termination the Bank shall pay to the Director the benefit described in this section 2.2 instead of any other benefit under this Agreement. However, no benefits shall be payable if this Agreement terminates under Article 5. 2.2.1 Amount of benefit. The annual benefit under this section 2.2 is calculated as the amount that fully amortizes the Accrual Balance existing at the end of the month immediately before the month in which Separation from Service occurs, amortizing that Accrual Balance over ten years and taking into account interest at the discount rate or rates established by the Plan Administrator. 2.2.2 Payment of benefit. Beginning with the month immediately after the month in which the Director's Separation from Service occurs, the Bank shall pay the annual benefit to the Director in equal monthly installments on the first day of each month. However, if when Separation from Service occurs the Director is a specified employee within the meaning of Code section 409A, payment shall begin on the first day of the seventh month after the month in which the Director's Separation from Service occurs. The annual benefit shall be paid to the Director for ten years. 2.3 Disability. Unless the Director shall have received the benefit under section 2.4 after a Change in Control, upon the Director's Separation from Service because of Disability before Normal Retirement Age the Bank shall pay to the Director the benefit described in this section 2.3 instead of any other benefit under this Agreement. 2.3.1 Amount of benefit. The annual benefit under this section 2.3 is calculated as the amount that fully amortizes the Accrual Balance existing at the end of the month immediately before the month in which Separation from Service occurs, amortizing that Accrual Balance over ten years and taking into account interest at the discount rate or rates established by the Plan Administrator. 2.3.2 Payment of benefit. Beginning with the month immediately after the month in which the Director's Separation from Service occurs, the Bank shall pay the annual benefit to the Director in equal monthly installments on the first day of each month. However, if when Separation from Service occurs the Director is a specified employee within the meaning of Code section 409A, payment shall begin on the first day of the seventh month after the month in which the Director's Separation from Service occurs. The annual benefit shall be paid to the Director for ten years. 4

2.4 Change in Control. If a Change in Control occurs both before the Director's Normal Retirement Age and before the Director's Separation from Service, the Bank shall pay to the Director the benefit described in this section 2.4 instead of any other benefit under this Agreement. 2.4.1 Amount of benefit. The benefit under this section 2.4 is the Accrual Balance on the date of the Change in Control. 2.4.2 Payment of benefit. The Bank shall pay the benefit under this section 2.4 to the Director in a single lump sum within three business days after the Change in Control. If the Director receives the benefit under this section 2.4 because of the occurrence of a Change in Control, the Director shall not be entitled to claim additional benefits under section 2.4 if an additional Change in Control occurs thereafter. 2.5 Lump-Sum Payout of Remaining Normal Retirement Benefit, Early Termination Benefit, or Disability Benefit When a Change in Control Occurs. If a Change in Control occurs while the Director is receiving the Normal Retirement Age benefit under section 2.1, the Bank shall pay the remaining benefits to the Director in a single lump sum within three business days after the Change in Control. If a Change in Control occurs after Separation

2.4 Change in Control. If a Change in Control occurs both before the Director's Normal Retirement Age and before the Director's Separation from Service, the Bank shall pay to the Director the benefit described in this section 2.4 instead of any other benefit under this Agreement. 2.4.1 Amount of benefit. The benefit under this section 2.4 is the Accrual Balance on the date of the Change in Control. 2.4.2 Payment of benefit. The Bank shall pay the benefit under this section 2.4 to the Director in a single lump sum within three business days after the Change in Control. If the Director receives the benefit under this section 2.4 because of the occurrence of a Change in Control, the Director shall not be entitled to claim additional benefits under section 2.4 if an additional Change in Control occurs thereafter. 2.5 Lump-Sum Payout of Remaining Normal Retirement Benefit, Early Termination Benefit, or Disability Benefit When a Change in Control Occurs. If a Change in Control occurs while the Director is receiving the Normal Retirement Age benefit under section 2.1, the Bank shall pay the remaining benefits to the Director in a single lump sum within three business days after the Change in Control. If a Change in Control occurs after Separation from Service but while the Director is receiving or is entitled to receive the Early Termination benefit under section 2.2 or the Disability benefit under section 2.3, the Bank shall pay the remaining benefits to the Director in a single lump sum within three business days after the Change in Control or, if the Director is a specified employee within the meaning of Code section 409A, on the later of (x) the date of the Change in Control or (y) the first day of the seventh month after the month in which the Director's Separation from Service occurs. The lump-sum payment due to the Director as a result of a Change in Control shall be an amount equal to the Accrual Balance amount corresponding to the particular benefit when the Change in Control occurs. 2.6 Annual Benefit Statement. Within 120 days after the end of each Plan Year the Plan Administrator shall provide or cause to be provided to the Director an annual benefit statement showing benefits payable or potentially payable to the Director under this Agreement. Each annual benefit statement shall supersede the previous year's annual benefit statement. If there is a contradiction between this Agreement and the annual benefit statement concerning the amount of a particular benefit payable or potentially payable to the Director under sections 2.2, 2.3, or 2.4 hereof, the amount of the benefit determined under the Agreement shall control. 2.7 Savings Clause Relating to Compliance with Code Section 409A. Despite any contrary provision of this Agreement, if when the Director's Separation from Service occurs the Director is a specified employee, as defined in Code section 409A, and if any payments under Article 2 of this Agreement will result in additional tax or interest to the Director because of section 409A, the Director shall not be entitled to the payments under Article 2 until the earliest of (x) the date that is at least six months after the Director's Separation from Service for reasons other than the Director's death, (y) the date of the Director's death, or (z) any earlier date that does not result in additional tax or interest to the Director under section 409A. If any provision of this Agreement would subject the Director to additional tax or interest under 5

section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Director to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. 2.8 One Benefit Only. Despite anything to the contrary in this Agreement, the Director and Beneficiary are entitled to one benefit only under this Agreement, which shall be determined by the first event to occur that is dealt with by this Agreement. Except as provided in section 2.5 or Article 3, subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or Beneficiary to other or additional benefits under this Agreement. ARTICLE 3 DEATH BENEFIT Unless this Agreement terminates under Article 5, at the Director's death the Bank shall pay to the Director's

section 409A, the Bank shall reform the provision. However, the Bank shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Director to additional tax or interest, and the Bank shall not be required to incur any additional compensation expense as a result of the reformed provision. 2.8 One Benefit Only. Despite anything to the contrary in this Agreement, the Director and Beneficiary are entitled to one benefit only under this Agreement, which shall be determined by the first event to occur that is dealt with by this Agreement. Except as provided in section 2.5 or Article 3, subsequent occurrence of events dealt with by this Agreement shall not entitle the Director or Beneficiary to other or additional benefits under this Agreement. ARTICLE 3 DEATH BENEFIT Unless this Agreement terminates under Article 5, at the Director's death the Bank shall pay to the Director's Beneficiary in a single lump sum an amount equal to the Accrual Balance on the date of the Director's death. The Accrual Balance shall be paid to the Beneficiary 30 days after the Bank receives notice of the Director's death. No benefit shall be paid if the Change-in-Control benefit shall have been paid to the Director under section 2.4 or if a Change-in-Control payout shall have occurred under section 2.5. ARTICLE 4 BENEFICIARIES 4.1 Beneficiary Designations. The Director shall have the right to designate at any time a Beneficiary to receive any benefits payable under this Agreement after the Director's death. The Beneficiary designated under this Agreement may be the same as or different from the beneficiary designation under any other benefit plan of the Bank in which the Director participates. 4.2 Beneficiary Designation: Change. The Director shall designate a Beneficiary by completing and signing the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated agent. The Director's Beneficiary designation shall be deemed automatically revoked if the Beneficiary predeceases the Director or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. The Director shall have the right to change a Beneficiary by completing, signing, and otherwise complying with the terms of the Beneficiary Designation Form and the Plan Administrator's rules and procedures, as in effect from time to time. Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator before the Director's death. 4.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted, and acknowledged in writing by the Plan Administrator or its designated agent. 6

4.4 No Beneficiary Designation. If the Director dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Director, the Director's spouse shall be the designated Beneficiary. If the Director has no surviving spouse, the benefits shall be paid to the Director's estate. 4.5 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay the benefit to the guardian, legal representative, or person having the care or custody of the minor, incapacitated person, or incapable person. The Bank may require proof of incapacity, minority, or guardianship as it may deem appropriate before distribution of the benefit. Distribution shall completely discharge the Bank from all liability for the benefit. ARTICLE 5 GENERAL LIMITATIONS

4.4 No Beneficiary Designation. If the Director dies without a valid beneficiary designation, or if all designated Beneficiaries predecease the Director, the Director's spouse shall be the designated Beneficiary. If the Director has no surviving spouse, the benefits shall be paid to the Director's estate. 4.5 Facility of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the disposition of his or her property, the Bank may pay the benefit to the guardian, legal representative, or person having the care or custody of the minor, incapacitated person, or incapable person. The Bank may require proof of incapacity, minority, or guardianship as it may deem appropriate before distribution of the benefit. Distribution shall completely discharge the Bank from all liability for the benefit. ARTICLE 5 GENERAL LIMITATIONS 5.1 Termination with Cause. Despite any contrary provision of this Agreement, the Bank shall not pay any benefit under this Agreement and this Agreement shall terminate if the Director's Separation from Service is a Termination with Cause. The board of directors or a duly authorized committee of the board shall have the sole and absolute right to determine whether the bases for denial of benefits for cause exist. Benefits may be denied for cause regardless of whether the Director continued to serve as a director after the board or committee made its determination not to nominate the Director for reelection. 5.2 Suicide or Misstatement. The Bank shall not pay any benefit under this Agreement if the Director commits suicide within two years after the Effective Date of this Agreement or if the Director makes any material misstatement of fact on any application or resume provided to the Bank, on any application for benefits, or on any application for life insurance purchased by the Bank. 5.3 Removal. If the Director is removed or permanently prohibited from participating in the Bank's affairs by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order. 5.4 Default. Despite any contrary provision of this Agreement, if the Bank is in "default" or "in danger of default," as those terms are defined in section 3(x) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(x), all obligations under this Agreement shall terminate. 5.5 FDIC Open-Bank Assistance. All obligations under this Agreement shall terminate, except to the extent determined that continuation of the contract is necessary for the continued operation of the Bank, when the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in section 13(c) of the Federal Deposit Insurance Act. 12 U.S.C. 1823(c). Any rights of the parties that have already vested shall not be affected by such action, however. 7

ARTICLE 6 CLAIMS AND REVIEW PROCEDURES 6.1 Claims Procedure. A person or beneficiary ("claimant") who has not received benefits under this Agreement that he or she believes should be paid shall make a claim for such benefits as follows 6.1.1 Initiation - written claim. The claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If the claim relates to the contents of a notice received by the claimant, the claim must be made within 60 days after the notice was received by the claimant. All other claims must be made within 180 days after the date of the event that caused the claim to arise. The claim must state with particularity the determination desired by the claimant. 6.1.2 Timing of Bank response. The Bank shall respond to the claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank may extend the response period by an additional 90 days by notifying the claimant in writing before the end of the

ARTICLE 6 CLAIMS AND REVIEW PROCEDURES 6.1 Claims Procedure. A person or beneficiary ("claimant") who has not received benefits under this Agreement that he or she believes should be paid shall make a claim for such benefits as follows 6.1.1 Initiation - written claim. The claimant initiates a claim by submitting to the Administrator a written claim for the benefits. If the claim relates to the contents of a notice received by the claimant, the claim must be made within 60 days after the notice was received by the claimant. All other claims must be made within 180 days after the date of the event that caused the claim to arise. The claim must state with particularity the determination desired by the claimant. 6.1.2 Timing of Bank response. The Bank shall respond to the claimant within 90 days after receiving the claim. If the Bank determines that special circumstances require additional time for processing the claim, the Bank may extend the response period by an additional 90 days by notifying the claimant in writing before the end of the initial 90-day period that an additional period is required. The notice of extension must state the special circumstances and the date by which the Bank expects to render its decision. 6.1.3 Notice of decision. If the Bank denies part or all of the claim, the Bank shall notify the claimant in writing of the denial. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth 6.1.3.1 the specific reasons for the denial, 6.1.3.2 a reference to the specific provisions of the Agreement on which the denial is based, 6.1.3.3 a description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed, 6.1.3.4 an explanation of the Agreement's review procedures and the time limits applicable to such procedures, and 6.1.3.5 a statement of the claimant's right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review. 6.2 Review Procedure. If the Bank denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Bank of the denial, as follows 6.2.1 Initiation - written request. To initiate the review, the claimant, within 60 days after receiving the Bank's notice of denial, must file with the Bank a written request for review. 6.2.2 Additional submissions - information access. The claimant shall then have the opportunity to submit written comments, documents, 8

records, and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits. 6.2.3 Considerations on review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether the information was submitted or considered in the initial benefit determination. 6.2.4 Timing of Bank response. The Bank shall respond in writing to the claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank may extend the response period by an additional 60 days by notifying the claimant in writing before the end of the initial 60-day period that an additional period is required. The notice of extension must state the special circumstances and the date by which the Bank expects to render its decision. 6.2.5 Notice of decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth -

records, and other information relating to the claim. The Bank shall also provide the claimant, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits. 6.2.3 Considerations on review. In considering the review, the Bank shall take into account all materials and information the claimant submits relating to the claim, without regard to whether the information was submitted or considered in the initial benefit determination. 6.2.4 Timing of Bank response. The Bank shall respond in writing to the claimant within 60 days after receiving the request for review. If the Bank determines that special circumstances require additional time for processing the claim, the Bank may extend the response period by an additional 60 days by notifying the claimant in writing before the end of the initial 60-day period that an additional period is required. The notice of extension must state the special circumstances and the date by which the Bank expects to render its decision. 6.2.5 Notice of decision. The Bank shall notify the claimant in writing of its decision on review. The Bank shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth 6.2.5.1 the specific reason for the denial, 6.2.5.2 a reference to the specific provisions of the Agreement on which the denial is based, 6.2.5.3 a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits, and 6.2.5.4 a statement of the claimant's right to bring a civil action under ERISA section 502(a). ARTICLE 7 ADMINISTRATION OF AGREEMENT 7.1 Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator consisting of the Bank's board of directors or such committee or person(s) as the board shall appoint. The Plan Administrator shall have the discretion and authority to (x) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Agreement and (y) decide or resolve any and all questions that may arise, including interpretations of this Agreement. 7.2 Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time to time consult with counsel, who may be counsel to the Bank. 9

7.3 Binding Effect of Decisions. The decision or action of the Plan Administrator about any question having to do with the administration, interpretation, and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. No Director or Beneficiary shall be deemed to have any right, vested or nonvested, regarding the continued use of any previously adopted assumptions, including but not limited to the discount rate and calculation method employed in the determination of the Accrual Balance. 7.4 Indemnification of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members. 7.5 Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Separation from Service of the Director, and such other pertinent information as the Plan Administrator may reasonably require. ARTICLE 8 MISCELLANEOUS

7.3 Binding Effect of Decisions. The decision or action of the Plan Administrator about any question having to do with the administration, interpretation, and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. No Director or Beneficiary shall be deemed to have any right, vested or nonvested, regarding the continued use of any previously adopted assumptions, including but not limited to the discount rate and calculation method employed in the determination of the Accrual Balance. 7.4 Indemnification of Plan Administrator. The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members. 7.5 Bank Information. To enable the Plan Administrator to perform its functions, the Bank shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Separation from Service of the Director, and such other pertinent information as the Plan Administrator may reasonably require. ARTICLE 8 MISCELLANEOUS 8.1 Amendment and Termination. This Agreement may be amended solely by a written agreement signed by the Bank and by the Director. Except as provided in Article 5, this Agreement may be terminated solely by a written agreement signed by the Bank and by the Director. 8.2 Binding Effect. This Agreement shall bind the Director and the Bank and their beneficiaries, survivors, executors, successors, administrators, and transferees. 8.3 No Guarantee of Service. This Agreement is not a contract for services. It does not give the Director the right to remain a Director of the Bank nor does it interfere with the right of the Board not to nominate the Director for reelection to the Board, the right of the Bank's stockholder not to re-elect the Director, or the right of the stockholder or the Board to remove an individual as a director of the Bank. The Agreement also does not require the Director to remain a director or interfere with the Director's right to terminate service at any time. 8.4 Non-Transferability. Benefits under this Agreement may not be sold, transferred, assigned, pledged, attached, or encumbered. 8.5 Successors; Binding Agreement. By an assumption agreement in form and substance satisfactory to the Director, the Bank shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same 10

extent that the Bank would be required to perform this Agreement had no succession occurred. 8.6 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. 8.7 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of South Carolina, except to the extent preempted by the laws of the United States of America. 8.8 Unfunded Arrangement. The Director and Beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The rights to benefits are not subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Bank to which the Director and Beneficiary have no preferred or secured claim.

extent that the Bank would be required to perform this Agreement had no succession occurred. 8.6 Tax Withholding. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. 8.7 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of South Carolina, except to the extent preempted by the laws of the United States of America. 8.8 Unfunded Arrangement. The Director and Beneficiary are general unsecured creditors of the Bank for the payment of benefits under this Agreement. The rights to benefits are not subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Director's life is a general asset of the Bank to which the Director and Beneficiary have no preferred or secured claim. 8.9 Entire Agreement. This Agreement constitutes the entire agreement between the Bank and the Director concerning the subject matter. No rights are granted to the Director under this Agreement other than those specifically set forth. 8.10 Severability. If any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held invalid, and each such other provision shall continue in full force and effect to the full extent consistent with law. If any provision of this Agreement is held invalid in part, such invalidity shall not affect the remainder of such provision, and the remainder of such provision, together with all other provisions of this Agreement, shall continue in full force and effect to the full extent consistent with law. 8.11 Captions and Counterparts. Captions and section headings in this Agreement are included solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 8.12 Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following addresses or to such other address as either party may designate by like notice. If to the Bank, notice shall be given to the board of directors, First South Bank, 1450 John B. White Sr. Boulevard, Spartanburg, South Carolina 29306, or to such other or additional person or persons as the Bank shall have designated to the Director in writing. If to the Director, notice shall be given to the Director at the address of the Director appearing on the Bank's records, or to such other or additional person or persons as the Director shall have designated to the Bank in writing. 11

IN WITNESS WHEREOF, the Director and a duly authorized Bank officer have executed this Director Retirement Agreement as of the date first written above.
DIRECTOR FIRST SOUTH BANK By: --------------------Barry L. Slider -------------------------

Title: -----------------------

12

BENEFICIARY DESIGNATION FIRST SOUTH BANK DIRECTOR RETIREMENT AGREEMENT I, Barry L. Slider, designate the following as beneficiary of any death benefits under this Director Retirement

IN WITNESS WHEREOF, the Director and a duly authorized Bank officer have executed this Director Retirement Agreement as of the date first written above.
DIRECTOR FIRST SOUTH BANK By: --------------------Barry L. Slider -------------------------

Title: -----------------------

12

BENEFICIARY DESIGNATION FIRST SOUTH BANK DIRECTOR RETIREMENT AGREEMENT I, Barry L. Slider, designate the following as beneficiary of any death benefits under this Director Retirement Agreement: Primary: ----------------------------------------------------------------------

Contingent: -------------------------------------------------------------------

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement. I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature: ________________________________ Barry L. Slider ______________________, 200__

Date:

Received by the Bank this _____ day of __________, 200__ By: ____________________________________ Title: _________________________________ 13

Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders First South Bancorp, Inc. and Subsidiary Spartanburg, South Carolina We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-128522), of First South Bancorp, Inc. and Subsidiary of our report dated March 26, 2008, related to the audits of the

BENEFICIARY DESIGNATION FIRST SOUTH BANK DIRECTOR RETIREMENT AGREEMENT I, Barry L. Slider, designate the following as beneficiary of any death benefits under this Director Retirement Agreement: Primary: ----------------------------------------------------------------------

Contingent: -------------------------------------------------------------------

Note: To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement. I understand that I may change these beneficiary designations by filing a new written designation with the Bank. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.
Signature: ________________________________ Barry L. Slider ______________________, 200__

Date:

Received by the Bank this _____ day of __________, 200__ By: ____________________________________ Title: _________________________________ 13

Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders First South Bancorp, Inc. and Subsidiary Spartanburg, South Carolina We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-128522), of First South Bancorp, Inc. and Subsidiary of our report dated March 26, 2008, related to the audits of the consolidated financial statements of First South Bancorp, Inc. and Subsidiary at December 31, 2007 and 2006, and for each of the years in the two year period ended December 31, 2007, which are included in the December 31, 2007 Annual Report on Form 10-K of First South Bancorp, Inc.
/s/ Cherry, Bekaert & Holland, L.L.P.

Charlotte, North Carolina March 26, 2008

Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders First South Bancorp, Inc. and Subsidiary Spartanburg, South Carolina We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-128522), of First South Bancorp, Inc. and Subsidiary of our report dated March 26, 2008, related to the audits of the consolidated financial statements of First South Bancorp, Inc. and Subsidiary at December 31, 2007 and 2006, and for each of the years in the two year period ended December 31, 2007, which are included in the December 31, 2007 Annual Report on Form 10-K of First South Bancorp, Inc.
/s/ Cherry, Bekaert & Holland, L.L.P.

Charlotte, North Carolina March 26, 2008

Exhibit 31.1 CERTIFICATIONS I, Barry. L. Slider, certify that: 1. I have reviewed this report on Form 10-K of First South Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter( the registrant's fourth fiscal quarter in the case of an annual

Exhibit 31.1 CERTIFICATIONS I, Barry. L. Slider, certify that: 1. I have reviewed this report on Form 10-K of First South Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter( the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
s/Barry L. Slider -------------------------------------Barry L. Slider President & Chief Executive Officer

Dated:

March 26, 2008

Exhibit 31.2 CERTIFICATIONS I, V. Lewis Shuler, certify that: 1. I have reviewed this report on Form 10-K of First South Bancorp, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
s/V. Lewis Shuler ---------------------------------V. Lewis Shuler Exec. Vice President & Chief Financial Officer

Dated:

March 26, 2008

Exhibit 32 Certifications Pursuant to 18 U.S.C. Section 1350 The undersigned, who are the chief executive officer and the chief financial officer of First South Bancorp, Inc., each hereby certifies that, to the best of his knowledge, the accompanying Form 10-K of the registrant fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, and that the information contained in the report fairly presents, in all material aspects, the financial condition and results of operations of the issuer. March 26, 2008
s/Barry L. Slider --------------------------Barry L. Slider Chief Executive Officer

s/V. Lewis Shuler --------------------------V. Lewis Shuler Chief Financial Officer