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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Arbitration or Mediation Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT | Document Parties: Community Resource Bank, NA You are currently viewing:
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Community Resource Bank, NA

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Title: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Governing Law: South Carolina     Date: 5/13/2008
Industry: Regional Banks     Sector: Financial

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, Parties: community resource bank  na
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                                                                    Exhibit 10-3

                THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT
                  TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This   Amended and Restated   Agreement   (as amended and   restated,   this
"Agreement") is entered into as of the 7th day of December, 2007, by and between
Community   Resource   Bank,   N.A.   (the   "Company"),   and   Michael   A. Wolfe (the
"Employee").

                                    RECITALS:

         A. The Company and the Employee entered into an Employment Agreement as
of October 2, 2006 (the "Original Agreement").

         B. The Company   wishes to continue to employ   Employee as an   executive
officer and to assure the Employee's   continued employment with the Company, and
the Employee has agreed to continue to accept such employment.

         C. The Company and the Employee   continue to mutually desire that their
employment   relationship   be set forth   under the terms of a written   employment
agreement.

         D. The Company and the Employee desire to amend the Original   Agreement
in compliance   with Internal   Revenue Code Section 409A and   associated   federal
regulations.

         In   consideration   of the   foregoing   and of the   promises   and   mutual
agreements   set forth   below,   and other good and   valuable   consideration,   the
receipt and sufficiency of which are hereby acknowledged,   the parties hereto do
hereby agree to amend and restate the Original Agreement as follows:

         1.   Employment.   The   Company   agrees to employ the   Employee,   and the
Employee agrees to accept employment and to serve the Company,   on the terms and
conditions set forth herein.

          2. Term of   Employment.   The employment of the Employee by the Company,
as provided   under Section 1 hereof,   commenced on October 2, 2006 and shall end
September 30, 2009 (the "Term of Employment") unless further extended in writing
with express   reference to this   Agreement or sooner   terminated as   hereinafter
provided.   Commencing   on   September   30, 2009,   and on each annual   anniversary
thereafter,   the Term of   Employment   shall   automatically   be   extended   for an
additional year unless 90 days prior to the anniversary the Company gives notice
to the Employee   that the Term of   Employment   will not be   extended.   Except as
otherwise provided expressly herein, the provisions of this Agreement related to
Employee's   employment   will not apply after the Term of Employment   has expired
and any continuing employment of the Employee thereafter will be at-will and not
subject to the terms and conditions of this Agreement.


<PAGE>

         3. Position and Duties.   The Employee shall serve on a full-time   basis
as President of the Company and shall have the authority and be responsible   for
the   general   management   of   the   Company   and   shall   assume   such   additional
responsibilities   and   authority   as may from time to time be assigned to him by
its Board of   Directors   or the Chief   Executive   Officer   of the   Company.   The
Employee shall perform his   responsibilities and duties in the best interests of
the Company.


         4. Place of Performance.   In connection with the Employee's   employment
hereunder,   the Employee shall be based   initially at Community   Resource Bank's
corporate   headquarters   located   in   Orangeburg,   South   Carolina,   subject   to
reasonable   travel or   relocation   as necessary to carry out the business of the
Company and his duties hereunder.

         5.   Compensation   and   Benefits.   In   consideration   of the   Employee's
performance of his duties hereunder, the Company shall provide the Employee with
the following compensation and benefits during the Term of Employment hereunder.

                  a. Base Salary. The Company shall pay Employee at a minimum, a
         per annum base salary of $181,125.   During the Term of Employment under
         this Agreement, the Chief Executive Officer of the Company periodically
          will review and may increase   (but not decrease)   the   Employee's   base
         salary rate, all in accordance with the Company's salary administration
         policies and procedures in effect from time to time, and each change in
         the base salary amount listed in this Section shall become the new base
         salary amount.   Base salary shall be payable twice per month in arrears
         with a payroll   schedule as is used by the Company for other employees.
         The Company shall have no obligation   to increase the   Employee's   base
         salary rate at any particular time or in any particular amount, and any
         such increase shall be in the sole and absolute discretion of the Chief
         Executive Officer of the Company.

                  b.   Incentive   Compensation.   The   Company   shall   pay   to the
         Employee with respect to each subsequent fiscal year during the Term of
         Employment   hereunder,   such cash bonus, if any, as shall be determined
         pursuant   to a bonus   plan   adopted   by the Board of   Directors   of the
         Company for key   employees.   Any such bonuses shall be paid on the 15th
         day of the third month   following the end of the calendar year in which
         such bonus is earned. In addition,   and without diminution of any other
         compensation or benefit   provided for in this   Agreement,   the Employee
         may   be   given   the   opportunity   to   participate   in   other   incentive
         compensation    plans   that   may   be   adopted   by   the   Company,    which
         participation   opportunity   may be offered to the   Employee in the sole
         discretion of the Board of Directors of the Company.


                  c.   Country   Club and Civic Club Dues.   The Company   shall pay
         reasonable dues on behalf of the Employee for one country club approved
         by the Board of the   Company   and shall pay   reasonable   dues for civic
         organizations   to which the   Employee   belongs   for the   benefit of the
         Company and which have been approved by the Board of the Company.


                                       2
<PAGE>

                  d. Deferred   Compensation.   The Employee   shall be entitled to
         participate in the Company's   401(k) Plan and the Company shall match a
         minimum of 100% of the first 3%, and 50% of the next 2%, of salary that
         the Employee defers each year.

                  e. Health and Dental   Insurance.   The Company will provide the
         Employee with health and dental insurance coverage on the same basis as
         such coverage is provided for other executive officers of the Company.

                  f. Expenses.   The Company shall reimburse the Employee for all
         proper and reasonable   out-of-pocket   expenses incurred by the Employee
         in his performance of services   hereunder,   including all such expenses
         of travel and living   expense   while away from home on   business of the
         Company and mileage for   out-of-town   business   use of his   automobile,
         provided    that   such   expenses   are   incurred   and   accounted   for   in
         accordance with the regular policies and procedures   established by the
         Company from time to time.

                  g. Paid Time Off. The Employee   shall be entitled to a minimum
         of 35 days of paid time off in each   calendar   year,   as well as to all
         paid holidays   provided by the Company to its   employees.   The Employee
         will not be entitled to any additional pay for unused vacation.

                  h. Other Benefits.   The Employee shall be entitled to share in
         any other employee   benefits   generally   provided by the Company to its
         most highly ranking executives for so long as the Company provides such
         benefits.   The Employee   shall also be entitled to   participate   in all
         other benefits accorded generally to Company employees.

         6. Compensation and Benefits in the Event of Termination.   In the event
of the   termination   of the   Employee's   employment   by   the   Company   or by the
Employee during the term of this Agreement,   compensation   and benefits shall be
paid as set forth below.

                  a. Definitions.   For purposes of this Agreement, the following
         terms shall have the meanings indicated:

                           (i) "Cause" shall mean:

                                    (A) the breach by Employee   of any   material
                           provision of this   Agreement,   provided   that Company
                           gives the Employee   written notice of such breach and
                           such   breach is not   cured   within   thirty   (30) days
                           thereafter;

                                     (B) the willful and continued failure by the
                           Employee to   substantially   perform his duties   under
                           this Agreement   (other than the Employee's   inability
                           to perform, with or without reasonable accommodation,
                           resulting   from his   incapacity   due to   physical   or
                           mental   illness   or   impairment),   after a demand for
                           substantial   performance   is   delivered to him by the
                           Company,   which demand   specifically   identifies   the
                           manner in which the   Employee   is alleged to have not
                           substantially performed his duties;

                                        3
<PAGE>

                                    (C) the willful   engaging by the Employee in
                           misconduct (criminal,   immoral or otherwise) which is
                           materially injurious to the Company, its subsidiaries
                           or     their     respective     officers,      directors,
                           shareholders,   employees, or customers, monetarily or
                           otherwise;

                                     (D) the Employee's conviction of a felony;

                                    (E)   the   commission   in the   course   of the
                           Employee's    employment    of    an    act    of    fraud,
                           embezzlement,   theft   or   proven   dishonesty,   or any
                           other illegal act or practice, which would constitute
                           a   felony,   (whether   or not   resulting   in   criminal
                           prosecution or conviction),   or the commission of any
                           act or   practice   which   resulted   in the   Employee's
                           becoming   unbondable   under the   Company's   "banker's
                           blanket bond;" or

                                     (F)   the    suspension    or   removal   of   the
                           Employee, or the issuance of an order prohibiting the
                           Employee from   associating with the Company or any of
                           its    subsidiaries,    by   federal   or   state   banking
                           regulatory   authorities acting under lawful authority
                           pursuant   to   provisions   of   federal or state law or
                           regulation which may be in effect from time to time.

                           (ii) A "Change of Control"   of the   Company   shall be
                  deemed to have been effected for purposes of this Agreement on
                  the date:

                                     (A) any one person,   or more than one person
                           acting as a group, acquires ownership of stock of the
                           Company that, together with stock held by such person
                           or   group,   constitutes   more   than 50% of the   total
                           voting power of the Company's stock; or

                                    (B) any one person,   or more than one person
                           acting as a group,   acquires within a 12-month period
                           ownership of the Company's stock possessing more than
                           50% of the total voting power of the Company's stock;
                           or

                                    (C) the   Company is merged   with or into any
                           other entity and the persons who were shareholders of
                           the   Company   immediately   prior to the merger do not
                           continue to own stock having voting control over more
                           than 50% of the voting   securities   of the   surviving
                           entity immediately after the merger.

                           (iii) "Date of Termination" shall mean:

                                     (A)   if    the    Employee's    employment    is
                           terminated by reason of his death, his date of death;

                                       4
<PAGE>

                                    (B)   if    the    Employee's    employment    is
                           terminated   for   Disability,   thirty   (30) days after
                           Notice of   Termination   is given   (provided   that the
                           Employee   shall not have returned to the   performance
                            of his duties as provided under sub-paragraph (iv) of
                           this paragraph 6.a); or

                                    (C)   if    the    Employee's    employment    is
                           terminated   for Good Reason,   the 31st day   following
                           the date of   Employee's   notice to the Company of the
                           existence of a condition constituting Good Reason, if
                           the Company shall have failed to remedy the condition
                           by the end of the   30th   day   following   the   date of
                           Employee's notice; or

                                    (D)   if    the    Employee's    employment    is
                            terminated   by action   of either   party for any other
                           reason,    the   date    specified    in   the   Notice   of
                           Termination; provided, however, that if within thirty
                           (30) days after any Notice of   Termination   is given,
                           the   party    receiving   such   Notice   of   Termination
                           notifies   the   other   party   that   a   dispute   exists
                           concerning the   termination,   the Date of Termination
                           shall be the date on which   the   dispute   is   finally
                           resolved,   either by mutual written   agreement of the
                           parties, or by a final arbitration award or judgment,
                           order or decree of a court of competent   jurisdiction
                           (the time for appeal   therefrom having expired and no
                           appeal having been perfected).

                            (iv) "Disability" or "Disabled" shall mean:

                                    (A) the   Employee is unable to engage in any
                           substantial    gainful    activity   by   reason   of   any
                           medically   determinable physical or mental impairment
                           that can be   expected   to   result   in death or can be
                           expected to last for a continuous   period of not less
                           than 12 months; or

                                     (B)   the   Employee   is,   by   reason   of   any
                           medically   determinable physical or mental impairment
                           that can be   expected   to   result   in death or can be
                            expected to last for a continuous   period of not less
                           than 12 months, receiving income replacement benefits
                           for a period of not less than three   months   under an
                           accident   and health plan   covering   employees of the
                           Company; or

                                    (C) the Employee has been   determined   to be
                           totally     disabled     by    the     Social     Security
                            Administration or Railroad Retirement Board; or

                                    (D) the Employee has been   determined   to be
                           disabled in   accordance   with a disability   insurance
                            program provided by the Company and in which Employee
                           participates,    provided    that   the    definition   of
                           disability   applied under such   disability   insurance
                           program   complies with the requirements of (A) or (B)
                           of this subparagraph (iv) listed above.

                                       5
<PAGE>

                           (v) "Good Reason" for termination of employment shall
                   mean, without Employee's consent:

                                    (A)   Failure by the   Company to comply   with
                           any material provision of this Agreement; or

                                    (B) A material   diminution of the Employee's
                           authority and duties hereunder; or

                                    (C) A material   diminution in the Employee's
                           base compensation;

                           provided, however, the Employee must give the Company
                           notice   of   the   existence   of   one   or   more   of the
                           conditions set forth in this subsection 6.a(v) within
                           90 days after the initial existence of the condition,
                           and the   Company   shall   have 30 days to   remedy   the
                           condition.

                           Any   termination   of   employment by Employee for Good
                           Reason shall constitute an involuntary termination of
                           employment.

                           (vi)   "Notice   of   Termination"   shall mean a written
                  notice which shall include the specific termination   provision
                   under   this   Agreement   relied   upon,   and   shall set forth in
                  reasonable   detail   the facts   and   circumstances   claimed   to
                  provide a basis for termination of the Employee's   employment.
                   Any   purported    termination   of   the   Employee's    employment
                  hereunder by action of either party shall be   communicated   by
                  delivery of a Notice of Termination to the other party, except
                  in the event of Employee's   death or termination of employment
                  by the Employee for Good Reason. Any purported   termination of
                  the   Employee's   employment   by action of the Company which is
                  not   effected   pursuant   to   a   Notice   of   Termination   shall
                  constitute a material breach of this Agreement.

                           (vii)   "Retirement"   shall   mean   termination   of the
                  Employee's    employment   pursuant   to   the   Company's   regular
                  retirement   policy   applicable   to the   position   held   by the
                  Employee at the time of such termination.

                           (viii)   "Board of   Directors"   shall include any duly
                  authorized committee of the Board of Directors.

                  b. Termination Within Six Months After a Change of Control.

                           (i) If (i) within six months   following the effective
                  date of Change of Control, Employee's employment is terminated
                  by the Company,   or (ii) Employee   notifies the Company within
                  six months following the effective date of a Change of Control
                  of the existence of a condition   constituting   Good Reason for
                  termination   of   his   employment,   a  


 
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