AMENDED AND RESTATED EMPLOYMENT AGREEMENT

(b)           The Executive shall be eligible each year to receive a cash bonus equaling up to 50% of his annual salary if the Bank achieves certain performance levels established from time to time by the Board and based on the previous year’s financial performance.  For purposes of this Agreement, a bonus shall not be deemed to be earned prior to the date it is actually paid to the Executive except to the extent that the Employer specifically provides otherwise in a writing delivered to the Executive.  Any bonus payment made pursuant to this Section 3(b) shall be made the earlier of (i) seventy days after the previous year end for which the bonus was earned by the Executive and became a payable of the Employer or (ii) the first pay period following the Employer’s press release announcing its previous year’s financial performance.

(c)           The Executive shall participate in the Employer’s long-term equity incentive program and be eligible for the grant of stock options, restricted stock, and other awards thereunder or under any similar plan adopted by the Company.  Any options or similar awards shall be issued to Executive at an exercise price of not less than the stock’s current fair market value (as determined in compliance with Treasury Regulation § 1.409A-1(b)(5)(iv)) as of the date of grant, and the number of shares subject to such grant shall be fixed on the date of grant.

(d)           The Executive shall participate in all retirement, welfare, health or other benefits plans or programs of the Employer now or hereafter applicable generally to employees of the Employer or to a class of employees that includes senior executives of the Employer.

(e)           The Employer shall provide the Executive with long-term disability insurance as well as a term life insurance policy providing for death benefits totaling $500,000.00 payable to the Executive’s spouse and heirs and $500,000 payable to the Employer, and the Executive shall cooperate with the Employer in the securing and maintenance of such policy.  If the Executive is taxed by state or federal authorities with respect to the Employer’s payment of the key man life insurance policy, the Executive’s compensation payable hereunder shall be increased, on a tax gross-up basis, so as to reimburse the Executive for the additional tax payable by the Executive as a result of the Employer’s payment of the key man life insurance premiums taking into account all taxes payable by the Executive with respect to such tax gross-up payments hereunder, so that the Executive shall be, after payment of all taxes, in the same financial position as if no taxes with respect to the key man life insurance policy had been imposed upon him.  The Employer shall require and pay the cost of an annual physical for the Executive.

(f)            Employer agrees to provide the Executive with an automobile either owned or leased by the Company or the Bank of a make and model appropriate to the Executive’s status.  Employer agrees to provide for reasonable operating expenses associated with the Executive’s automobile, including, but not limited to insurance, taxes, and other related automobile expenses, to the extent such expenses are deductible under Sections 162 or 167 of the Internal Revenue Code.

(g)           In addition, the Employer shall pay the dues and normal business expenses pertaining to the Executive’s memberships in the Thornblade Country Club and the Poinsett Club and continue to do so for so long as the Executive remains the President and Chief Executive Officer of the Employer and this Agreement remains in force.  Executive agrees that should his employment by Company terminate for any reason, he will cooperate with the Company and execute any documents necessary to permit the Company to transfer these memberships to another representative of the Company.  Any costs or expenses associated with such transfer, however, shall solely be the responsibility of the Company.

(h)           The Employer shall reimburse the Executive for reasonable travel and other expenses related to the Executive’s duties, which reimbursements shall be made within sixty days of the Executive’s incurring such expense.

(i)            The Employer shall provide the Executive with four weeks’ paid vacation per year, which shall be taken in accordance with any banking rules or regulations governing vacation leave.  Any payments made by the Employer to the Executive as compensation for paid vacation leave shall be paid in accordance with the Employer’s standard payroll procedures.

4.             Termination .

(a)           The Executive’s employment under this Agreement may be terminated prior to the end of the Initial Term and any Additional Term, if applicable, only as follows (each a “Terminating Event”):

(i)            upon the death of the Executive;

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(ii)           upon the Disability of the Executive for a period of 180 days;

(iii)          by the Employer without Cause upon delivery of Notice of Termination to the Executive not less than six (6) months prior to the end of the Initial Term or six (6) months prior to the end of any Additional Term, if applicable, as specified in Section 2 above.  If the Executive’s employment is terminated without Cause under this provision, subject to the possibility of a six-month delay described below in this Section 4(a)(iii), beginning on the first day of the month following date of the Executive’s termination, and continuing on the first day of the month for the next twelve (12) months, the Employer shall pay to the Executive severance compensation in the amount equal to 100% of his then current monthly base salary, excluding any bonus.  If when the Executive’s employment terminates he is a specified employee within the meaning of Section 409A of the Internal Revenue Code, and if the benefits under this Section 4(e) 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 following benefits under this Section 4(e) shall be paid to the Executive as follows: severance compensation in an amount equal to seven times his then current monthly base salary will be paid in a single lump sum on the date that is six months and one day following date of Executive’s termination; thereafter on the first day of the month for the next five months, the Employer shall pay to the Executive severance compensation in an amount equal to 100% of his then current monthly base salary;

(iv)          by the Employer for Cause upon delivery of a Notice of Termination to the Executive.  If the Executive’s employment is terminated for Cause under this provision, the Executive shall receive only any sums due him as base salary and/or reimbursement of expenses through the date of such termination, which shall be paid in accordance with the Employer’s standard payroll procedures;

(v)           by the Executive effective upon the 30 th  day after delivery of a Notice of Termination.  If the Executive resigns under this provision, the Executive shall receive any sums due him as base salary and/or reimbursement of expenses through the date of such termination, which shall be paid in accordance with the Employer’s standard payroll procedures; and

(vi)          by the Executive for Good Reason upon delivery of a Notice of Termination to the Employer within a 90-day period beginning on the 30 th  day after the occurrence of a Change in Control or within a 90-day period beginning on the one year anniversary of the occurrence of a Change in Control.  If the Executive’s employment is terminated by the Executive pursuant to this provision, in addition to other rights and remedies available in law or equity, the Executive shall also be entitled to the following: (1) the Employer shall pay the Executive in cash within fifteen days of the date of termination severance compensation in an amount equal to his then current monthly base salary multiplied by 24 plus any bonus earned or accrued through the date of termination (including any amounts awarded for previous years but which were not yet vested); (2) for a period of two years, the Employer shall at its expense continue on behalf of the Executive and his dependents and beneficiaries all medical, life, disability or other benefits provided (a) to the Executive at any time during the 90-day period prior to the Change in Control or at any time thereafter or (b) to other similarly situated executives who continue in the employ of the Employer.  Such coverage and benefits (including deductibles and costs) shall be no less favorable to the Executive and his dependents and beneficiaries than the most favorable of such coverages and benefits referred to above.  The Employer’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Employer may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder.  This subsection shall not be interpreted so as to limit any benefits to which the Executive or his dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, programs, or practices following the Executive’s termination of employment, including, without limitation, retiree medical and life insurance benefits; (3) the restrictions on any outstanding incentive awards (including restricted stock) granted to the Executive under the Company’s or the Bank’s long-term equity incentive program or any other incentive plan or arrangement shall lapse and such awards shall become 100% vested, all stock options and stock appreciation rights granted to the Executive shall become immediately exercisable and shall become 100% vested, all performance units granted to the Executive shall become 100% vested; (4) the restrictive covenants contained in Section 9 shall be void and shall not apply to the Executive; and (5) the title to any automobile purchased by the Employer and provided to the Executive in accordance with the Employer’s obligations under Section 3(d) above shall immediately be transferred to the Executive, at no cost to the

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Executive, or, if the Employer is providing a monthly allowance to the Executive for the lease of an automobile, the Employer agrees that it will continue to make all lease payments, tax payments and related expenses for the automobile until such time as the lease in effect at the time of any Change in Control shall expire.

(b)           If the Executive’s employment is terminated because of the Executive’s death, the Employer shall pay the Executive’s estate any sums due him as base salary and/or reimbursement of expenses through the end of the month during which death occurred in accordance with the Employer’s standard payroll procedures.  The Employer shall also pay the Executive’s estate any bonus earned or accrued through the date of death.  Any bonus for previous years which was not yet paid will be paid pursuant to the terms as set forth in Section 3(b).  Any bonus that is earned in the year of death will be paid on the earlier of (i) seventy days after the year end in which the Executive died or (ii) the first pay period following the Employer’s press release announcing its financial performance for the year in which the Executive died.  To the extent that the bonus is performance-based, the amount of the bonus will be calculated by taking into account the performance of the Company for the entire year and prorated through the date of the Executive’s death.

(c)           During the period of any Disability leading up to the termination of the Executive’s employment under this provision, the Employer shall continue to pay the Executive his full base salary at the rate then in effect and all perquisites and other benefits (other than any bonus) in accordance with the Employer’s standard payroll procedures until the Executive becomes eligible for benefits under any long-term disability plan or insurance program maintained by the Employer; provided that, the amount of any such payments to the Executive shall be reduced by the sum of the amounts, if any, payable to the Executive for the same period under any other disability benefit or pension plan covering the Executive.  Furthermore, the Employer shall pay the Executive any bonus earned or accrued through the date of Disability.  Any bonus for previous years which was not yet paid will be paid pursuant to the terms as set forth in Section 3(b).  Any bonus that is earned in the year of Disability will be paid on the earlier of (i) seventy days after the year end in which the Executive became Disabled or (ii) the first pay period following the Employer’s press release announcing its financial performance for the year in which the Executive became Disabled.

(d)           With the exceptions of the provisions of this Section 4, and the express terms of any benefit plan under which the Executive is a participant, it is agreed that, upon termination of the Executive’s employment, the Employer shall have no obligation to the Executive for, and the Executive waives and relinquishes, any further compensation or benefits (exclusive of COBRA benefits).  Unless otherwise stated in this Section 4, the effect of termination on any outstanding incentive awards, stock options, stock appreciation rights, performance units, or other incentives shall be governed by the terms of the applicable benefit or incentive plan and/or the agreements governing such incentives.  At the time of termination of employment, and as a condition to the Employer’s obligation to pay any severance hereunder, the Employer and the Executive shall enter into a release substantially in the form attached hereto as Exhibit A acknowledging such remaining obligations and discharging both parties, as well as the Employer’s officers, directors and employees with respect to their actions for or on behalf of the Employer, from any other claims or obligations arising out of or in connection with the Executive’s employment by the Employer, including the circumstances of such termination.

(e)           In the event that the Executive’s employment is terminated for any reason, the Executive shall (and does hereby) tender his resignation as a director of the Employer and effective as of the date of termination.

(f)            The parties intend that the severance payments and other compensation provided for herein are reasonable compensation for the Executive’s services to the Employer and shall not constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any regulations thereunder.  In the event that the Employer’s independent accountants acting as auditors for the Employer on the date of a Change in Control determine that the payments provided for herein constitute “excess parachute payments”, then the compensation payable hereunder shall be reduced to an amount the value of which is $1.00 less than the maximum amount that could be paid to the Executive without the compensation being treated as “excess parachute payments” under Section 280G.  The allocations of the reduction required hereby among the termination benefits payable to the Executive shall be determined by the Executive.

(g)           Notwithstanding any other provision in this Agreement, if the Executive is determined by the Board, as of the date of termination of employment with the Employer, to be a “specified employee,” as such term is defined in Treasury Regulation § 1.409A-1(i), then all severance payments and other payment, except for other

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payments of base salary at the Employer’s standard payroll procedures, reimbursement of expenses, and other than as a result of death, that would normally be paid within six months and one day from the date of termination of employment shall be paid on the first day of the seventh month following termination of employment.

5.              Ownership of Work Product .  The Employer shall own all Work Product arising during the course of the Executive’s employment (prior, present or future).  For purposes hereof, “Work Product” shall mean all intellectual property rights, including all Trade Secrets, U.S. and international copyrights, patentable inventions, and other intellectual property rights in any programming, documentation, technology or other work product that relates to the Employer, its business or its customers and that the Executive conceives, develops, or delivers to the Employer at any time during his employment, during or outside normal working hours, in or away from the facilities of the Employer, and whether or not requested by the Employer.  If the Work Product contains any materials, programming or intellectual property rights that the Executive conceived or developed prior to, and independent of, the Executive’s work for the Employer, the Executive agrees to point out the pre-existing items to the Employer and the Executive grants the Employer a worldwide, unrestricted, royalty-free right, including the right to sublicense such items.  The Executive agrees to take such actions and execute such further acknowledgments and assignments as the Employer may reasonably request to give effect to this provision.

6.             Protection of Trade Secrets .  The Executive agrees to maintain in strict confidence and, except as necessary to perform his d