Exhibit 10

                   COMMUNITY BANKSHARES, INC. 2007 EQUITY PLAN

     THIS PLAN is made as of the 21st day of May, 2007, by Community Bankshares,
Inc., a South Carolina corporation (the "Company").

                                    ARTICLE I

                           PURPOSE AND EFFECTIVE DATE

1.1  Purpose.  The purpose of the Plan is to provide  financial  incentives  for
selected Employees and Non-Employee  Directors,  thereby promoting the long-term
growth and  financial  success of the Company by (a)  attracting  and  retaining
Employees and Non-Employee  Directors of outstanding  ability, (b) strengthening
the Company's capability to develop, maintain, and direct a desirable management
team, (c) providing an effective means for selected  Employees and  Non-Employee
Directors to acquire and maintain  ownership of Company  Stock,  (d)  motivating
Employees  to  achieve  long-range  Performance  Goals and  objectives,  and (e)
providing competitive incentive compensation opportunities.

1.2 Effective  Date and  Expiration of Plan. The Plan will be effective upon its
approval by affirmative vote of the Shareholders required under applicable rules
and procedures,  including those prescribed under Sections 162(m) and 422 of the
Code and applicable stock exchange rules. Unless earlier terminated by the Board
pursuant to Section 12.2, the Plan shall  terminate on the tenth  anniversary of
its  Effective  Date.  No Award  shall be made  pursuant  to the Plan  after its
termination  date,  but  Awards  made prior to the  termination  date may extend
beyond that date.  Notwithstanding the foregoing, no Incentive Stock Options may
be granted  more than ten years  after the  earlier of (a) the  adoption of this
Plan by the Board or (b) the Effective Date.

                                   ARTICLE II

                                   DEFINITIONS

     The  following  words  and  phrases,  as used in the Plan,  shall  have the
meanings set forth in this section.  When  applying  these  definitions  and any
other  word,  term or phrase  used in this Plan,  the form of any word,  term or
phrase will include any and all of its other forms.

2.1 Award means,  individually  or  collectively,  any Option,  SAR,  Restricted
Stock,  Restricted Performance Stock,  unrestricted Company Stock or Performance
Unit Award.

2.2 Award  Agreement  means the written  agreement  between the Company and each
Participant that describes the terms and conditions of each Award. If there is a
conflict between the terms of the Plan and the Award Agreement, the terms of the
Plan will govern.

2.3 Board means the Board of Directors of the Company.

2.4 Cause with respect to any Participant,  means: (a) Gross negligence or gross
neglect  of  duties;  or (b)  Commission  of a felony or of a gross  misdemeanor
involving  moral turpitude in connection  with the  Participant's  employment or



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service, as the case may be, with the Company or any of its Subsidiaries; or (c)
Fraud,  disloyalty,  dishonesty or willful  violation of any law or  significant
Company  policy  committed in connection  with the  Participant's  employment or
provision  of  services,  as the case may be;  or (d)  Issuance  of an order for
removal of the  Participant by any agency which  regulates the activities of the
Company or any of its Subsidiaries. Any determination of "Cause" under this Plan
shall be made by the Committee in its sole discretion.

2.5 Company means Community Bankshares, Inc., a South Carolina corporation.

2.6 Company Director means a non-employee member of the Board.

2.7 Company Stock means shares of the Company's common stock,  without par value
per share.

2.8 Code means the Internal Revenue Code of 1986, as amended or superseded after
the Effective Date, and any applicable rulings or regulations issued thereunder.

2.9 Committee  means the  Compensation  Committee of the Board or a subcommittee
thereof.

2.10 Disability means: (a) with respect to an Incentive Stock Option, "disabled"
within the  meaning of Section  22(e)(3)  of the Code;  (b) with  respect to any
Award  subject to Section 409A of the Code,  "disabled" as defined under Section
409A of the Code; and (c) with respect to any Award not described in subsections
(a) and (b) of this  Section  2.10,  a  long-term  disability  as defined by the
Company's or Subsidiary's group disability insurance plan, or any successor plan
that is applicable to such Participant at the time of his or her Termination, or
in the absence of such a plan, "disabled" within the meaning of Section 22(e)(3)
of the Code.

2.11  Effective  Date  means  the date on  which  the  Plan is  approved  by the
Shareholders of the Company, as provided in Section 1.2.

2.12  Employee  means any person who, on any  applicable  date,  is a common law
employee of the Company or any  Subsidiary.  A worker who is classified as other
than a common law employee but who is subsequently  reclassified as a common law
employee of the Company or any  Subsidiary  for any reason and on any basis will
be  treated as a common law  employee  only from the date that  reclassification
occurs and will not retroactively be reclassified as an Employee for any purpose
of this Plan.

2.13 Exchange Act means the Securities Exchange Act of 1934, as amended.

2.14 Exercise  Price means the amount,  if any,  that a Participant  must pay to
exercise an Award (other than an Option).

2.15 Fair Market Value means,  as of any specified  date, an amount equal to the
reported  closing price on the specified date of a share of Company Stock on any
established  stock  exchange or quotation  system on which the Company  Stock is
then listed or traded or, if no shares of Company Stock have been traded on such
date,  the closing price of a share of Company Stock on such  established  stock
exchange or quotation system as reported on the first day prior thereto on which



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shares of Company  Stock  were so traded.  If the  preceding  sentence  does not
apply,  Fair Market  Value shall be  determined  in good faith by the  Committee
using other reasonable means.

2.16 Fiscal Year means the fiscal year of the Company,  which is the year ending
on December 31.

2.17 Incentive Stock Option means an option within the meaning of Section 422 of
the Code.

2.18  Non-Employee  Director  means  either a Company  Director or a  Subsidiary
Director.

2.19 Nonqualified Stock Option means an option granted under the Plan other than
an Incentive Stock Option.

2.20 Option means  either a  Nonqualified  Stock  Option or an  Incentive  Stock
Option to purchase Company Stock.

2.21 Option Price means the price at which Company Stock may be purchased  under
an Option.

2.22 Participant  means an Employee or a Non-Employee  Director to whom an Award
has been made under the Plan.

2.23  Performance  Goals means goals  established  by the Committee  pursuant to
Section 4.4.

2.24  Performance  Period  means a period  of time  over  which  performance  is
measured.

2.25 Performance  Unit means the unit of measure  determined under Article IX by
which the value of a Performance Unit Award is expressed.

2.26 Performance Unit Award means an Award granted under Article IX.

2.27  Personal  Representative  means the person or persons who, upon the death,
Disability, or incompetency of a Participant, shall have acquired, by will or by
the laws of descent and distribution or by other legal proceedings, the right to
exercise  an  Option  or SAR or the  right  to any  Restricted  Stock  Award  or
Performance Unit Award theretofore granted or made to such Participant.

2.28 Plan means the Community Bankshares 2007 Equity Plan.

2.29 Predecessor Plans means the Community Bankshares 2004 Stock Option Plan, as
amended.

2.30  Restricted  Performance  Stock means Company Stock subject to  Performance
Goals.

2.31  Restricted  Stock means Company Stock subject to the terms and  conditions
provided in Article VI and including Restricted Performance Stock.

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2.32 Restricted Stock Award means an Award granted under Article VI.

2.33  Restriction  Period means a period of time  determined  under  Section 6.2
during which Restricted Stock is subject to the terms and conditions provided in
Section 6.3.

2.34 Retirement means any normal or early  retirement by a Participant  pursuant
to the terms of any pension plan or policy of the Company or any Subsidiary that
is applicable to such Participant at the time of the Participant's Termination.

2.35 SAR means a stock appreciation right granted under Section 5.8.

2.36 Shareholders mean the shareholders of the Company.

2.37  Subsidiary  means a corporation or other entity the majority of the voting
stock of which is owned directly or indirectly by the Company.

2.38 Subsidiary  Director means a non-employee  member of the board of directors
or  regional  board of  directors  of a  Subsidiary  who is not  also a  Company
Director.

2.39 Termination means a "separation from service" as defined under Section 409A
of the Code.

                                   ARTICLE III

                                 ADMINISTRATION

3.1 Committee to Administer.  The Plan shall be  administered  by the Committee;
provided,  however,  that the Board has the authority to grant Awards to Company
Directors.

3.2 Powers of Committee.

(a) The Committee and the Board shall have full power and authority to interpret
and administer the Plan and to establish and amend rules and regulations for its
administration.  Any action or decision by the Board or the  Committee  shall be
final, binding and conclusive with respect to the interpretation of the Plan and
any Award made under it.

(b) Subject to the  provisions of the Plan,  the Committee or the Board,  as the
case may be,  shall  have  authority,  in its  discretion,  to  determine  those
Employees and  Non-Employee  Directors  who shall receive an Award;  the time or
times when such Award  shall be made;  the  vesting  schedule,  if any,  for the
Award;  and the type of Award to be  granted,  the  number of shares of  Company
Stock to be subject to each Option and Restricted Stock Award, the value of each
Performance Unit and all other terms and conditions of any Award.

(c) The  Committee  or the Board,  as the case may be, shall  determine  and set
forth in an Award  Agreement  the terms of each  Award,  including  such  terms,
restrictions,  and provisions as shall be necessary to cause certain  Options to
qualify as Incentive Stock Options.  The Committee or the Board, as the case may
be, may correct any defect or supply any omission or reconcile any inconsistency


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in the Plan or in any Award  Agreement,  in such  manner  and to the  extent the
Committee or the Board,  as  appropriate,  shall determine in order to carry out
the purposes of the Plan.  The Committee or the Board,  as the case may be, may,
in its  discretion,  accelerate  (i) the date on which any  Option or SAR may be
exercised,  (ii) the date of  termination  of the  restrictions  applicable to a
Restricted  Stock  Award,  or  (iii)  the end of a  Performance  Period  under a
Performance  Unit  Award,  if  the  Committee  or  the  Board,  as  appropriate,
determines  that to do so will be in the best  interests  of the Company and the
Participants in the Plan.

                                   ARTICLE IV

                                     AWARDS

4.1 Awards.  Awards  under the Plan shall  consist of Incentive  Stock  Options,
Nonqualified  Stock Options,  SARs,  Restricted  Stock,  Restricted  Performance
Stock,  unrestricted  Company Stock and Performance  Units.  All Awards shall be
subject  to the terms and  conditions  of the Plan and to such  other  terms and
conditions  consistent  with the Plan as the Committee or the Board, as the case
may be, deems  appropriate.  Awards under a particular  section of the Plan need
not be uniform  and Awards  under two or more  sections  may be  combined in one
Award  Agreement.  Any  combination  of Awards may be granted at one time and on
more than one occasion to the same Employee or Non-Employee Director.  Awards of
Performance  Units and Restricted  Performance Stock shall be earned solely upon
attainment of  Performance  Goals and the Committee  shall have no discretion to
increase such Awards.

4.2 Eligibility for Awards. An Award may be made to any Employee selected by the
Committee.  In making this selection and in  determining  the form and amount of
the  Award,   the  Committee  may  give   consideration  to  the  functions  and
responsibilities  of the respective  Employee,  his or her present and potential
contributions  to the  success of the  Company or any of its  Subsidiaries,  the
value of his or her services to the Company or any of its Subsidiaries, or other
factors deemed relevant by the Committee. Non-Employee Directors are eligible to
receive Awards pursuant to Article VII.

4.3      Shares Available Under the Plan.

(a) The Company  Stock to be issued  under the Plan  pursuant to Options,  SARs,
Performance Unit Awards,  Restricted  Performance Stock and Restricted Stock and
unrestricted Company Stock Awards shall be authorized but unissued Company Stock
not reserved for any other purpose. Subject to adjustment under Section 12.2, an
aggregate of 350,000  shares of Company  Stock are hereby  reserved for issuance
pursuant to Awards under the Plan (as  adjusted  pursuant to Section  12.2,  the
"Section 4.3 Limit").

(b) Any shares of  Company  Stock  issued as  Restricted  Stock or  unrestricted
Company  Stock Awards shall not exceed 50% of the total shares  available  under
the Plan and the  maximum  number of shares of Company  Stock that may be issued
pursuant to Incentive  Stock  Options is the Section 4.3 Limit.  The Section 4.3
Limit  shall not have  counted  against  it: (i) the number of shares of Company
Stock  subject to an Option or any other  Award  which is equal to the number of
shares of Company Stock  tendered by a Participant  to the Company in payment of
the Option  Price of such Option or the Exercise  Price of such other Award,  as


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<PAGE>

applicable;  (ii)  shares of Company  Stock  subject  to an Award  which for any
reason terminates by expiration,  forfeiture,  cancellation or otherwise without
having been  exercised or paid;  (iii) shares of Company Stock withheld from any
Award to satisfy a Participant's tax withholding  obligations or, if applicable,
to pay the Option Price of an Option or the  Exercise  Price of any other Award;
(iv) if an SAR is  settled  in whole or in part by the  issuance  of  shares  of
Company  Stock,  the  number of shares of Company  Stock  which  represents  the
difference  between  (A) the  number of shares of  Company  Stock  which  remain
subject to such SAR on the date of such  settlement and (B) the number of shares
of Company Stock actually  issued upon settlement of such SAR; or (v) the number
of shares of Company  Stock subject to an Option which is equal to the number of
shares of Common Stock acquired by the Company on the open market using the cash
proceeds  received by the Company from the  exercise of such  Option;  provided,
however,  that  such  number of shares  of  Company  Stock  shall in no event be
greater than the number which is  determined  by dividing (A) the amount of cash
proceeds  received by the Company from the Participant upon the exercise of such
Option by (B) the Fair Market Value of a share of the Company  Stock on the date
of exercise of such Option.

(c) No awards shall be granted under any Predecessor  Plan on and after the date
on which the Plan is approved by the Shareholders.

4.4      General Performance Goals.

(a)  Performance  Goals  relating  to the payment or vesting of an Award that is
intended to qualify as "performance-based  compensation" under Section 162(m) of
the Code will be comprised of one or more of the following  performance criteria
as the Committee may deem appropriate:

       (i)    Earnings per share (actual or targeted growth);

       (ii)   Net income after capital costs;

       (iii)  Net income (before or after taxes);

       (iv)   Return measures (including,  but not limited to, return on average
              assets,  risk-adjusted  return on  capital,  or return on  average
              equity);

       (v)    Efficiency ratio;

       (vi)   Full-time equivalency control;

       (vii)  Stock price  (including,  but not limited to, growth  measures and
              total shareholder return);

       (viii) Noninterest income compared to net interest income ratio;

       (ix)   Expense targets;

       (x)    Operating efficiency;

       (xi)   EVA(R);

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       (xii)  Credit quality measures;

       (xiii) Customer satisfaction measures;

       (xiv)  Loan growth;

       (xv)   Deposit growth;

       (xvi)  Net interest margin;

       (xvii) Fee income; and

       (xviii) Operating expense.

(b) For any Awards not intended to qualify as  "performance-based  compensation"
under Section 162(m) of the Code, the Committee may establish  Performance Goals
based on the performance  criteria listed in Section 4.4(a) or other performance
criteria as it deems appropriate.

(c) Any of the  performance  criteria  listed in  Section  4.4(a) may be applied
solely with reference to the Company and/or any Subsidiary or relatively between
the  Company  and/or  any  Subsidiary  and one or more  unrelated  entities.  In
addition,   different   performance   criteria  may  be  applied  to  individual
Participants  or to groups of  Participants  and, as specified by the Committee,
may  be  based  on  results  achieved  (i)  separately  by  the  Company  or any
Subsidiary,  (ii) any  combination of the Company and the  Subsidiaries or (iii)
any  combination  of  business  units  or  divisions  of  the  Company  and  the
Subsidiaries.

(d) With respect to each  Performance  Period,  the Committee will establish the
Performance  Goals in writing no later than the earlier of (i) 90 days after the
beginning  of the  Performance  Period or (ii)  expiration  of 25 percent of the
Performance Period.

(e) Except as otherwise  provided in the Plan or the Award Agreement,  as of the
end of each Performance Period, the Committee will certify in writing the extent
to which a Participant has or has not met the Participant's Performance Goal. To
the extent  permitted  under  Section  162(m) of the Code,  if  applicable,  the
Committee may disregard or offset the effect of any special  charges or gains or
cumulative  effect of a change in accounting in  determining  the  attainment of
Performance Goals.

(f) To the extent permitted under Section 162(m) of the Code, if applicable, the
Committee  shall make (i)  appropriate  adjustments to  performance  criteria to
reflect the effect on any  performance  criteria of any stock  dividend or stock
split  affecting  Company  Stock,   recapitalization,   merger,   consolidation,
combination,  spin-off,  distribution  of assets to  Shareholders,  exchange  of
shares or similar  corporate change and (ii) similar  adjustments to any portion
of performance criteria that is not based on Company Stock but which is affected
by an event having an effect similar to those just described.



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<PAGE>


                                    ARTICLE V

                      OPTIONS AND STOCK APPRECIATION RIGHTS

5.1 Award of Options.  The Committee  may, from time to time,  and on such terms
and  conditions  as the  Committee  may  prescribe,  award (a)  Incentive  Stock
Options,  subject to Section 5.5, to any eligible Employee of the Company or any
parent or subsidiary corporation (as permitted under Sections 422 and 424 of the
Code) and (b) Nonqualified Stock Options to any Employee.

5.2      Period of Option.

(a) An Option  granted  under the Plan shall be  exercisable  only in accordance
with the vesting  schedule  approved by the Committee.  The Committee may in its
discretion prescribe additional conditions, restrictions or terms on the vesting
of an Option,  including  the full or partial  attainment of  Performance  Goals
pursuant to Section 4.4. After the Option vests,  the Option may be exercised at
any  time  during  the term of the  Option,  in  whole  or in  installments,  as
specified  in the related  Award  Agreement.  Subject to Article X and except as
provided in Section  5.5, the duration of each Option shall not be more than ten
years from the date of grant.

(b) Except as provided in Article X, a  Participant  may not  exercise an Option
unless  such  Participant  is then,  and  continually  (except  for sick  leave,
military  service,  or other  approved  leave of absence) after the grant of the
Option, has been, an Employee or Non-Employee Director.

5.3 Award Agreement.  Each Option shall be evidenced by an Award Agreement.  The
Award  Agreement shall specify whether the Option is intended to be an Incentive
Stock Option or a Nonqualified Stock Option.

5.4 Option Price, Exercise and Payment.

(a) Except as provided in Section 5.5,  the Option Price of Company  Stock under
each Option shall be  determined  by the Committee but shall be a price not less
than 100  percent of the Fair  Market  Value of  Company  Stock at the date such
Option is granted.

(b) Subject to Section 12.2, the Committee may not (i) amend an Option to reduce
its  Option  Price,  (ii)  cancel an Option and  regrant an Option  with a lower
Option Price than the original  Option Price of the cancelled  Option,  or (iii)
take any other  action  (whether in the form of an  amendment,  cancellation  or
replacement  grant)  that has the effect of  "repricing"  an Option,  as defined
under applicable rules of the established  stock exchange or quotation system on
which the Company Stock is then listed or traded.

(c) Vested  Options may be exercised  from time to time by giving written notice
to the  Chief  Financial  Officer  of  the  Company,  or  his  or her  designee,
specifying the number of shares to be purchased. The notice of exercise shall be
accompanied  by payment in full of the Option  Price in cash or the Option Price
may be paid in whole or in part through the transfer to the Company of shares of
Company Stock in accordance  with  procedures  established by the Committee from
time to time. In addition, if permitted by the Committee in its sole discretion,


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and in accordance with the rules and procedures established by the Committee for
this  purpose,  an Option  may also be  exercised  through a  cashless  exercise
procedure  involving  a  broker  or  dealer,   that  affords   Participants  the
opportunity  to  sell  immediately  some  or all of the  shares  underlying  the
exercised portion of the Option in order to generate  sufficient cash to pay the
Option  Price  and/or to  satisfy  withholding  tax  obligations  related to the
Option.

(d) In the event such Option Price is paid, in whole or in part,  with shares of
Company  Stock,  the  portion of the Option  Price so paid shall be equal to the
value,  as of the date of exercise of the Option,  of such shares.  The value of
such shares shall be equal to the number of such shares  multiplied  by the Fair
Market  Value of such  shares on the  trading  day  coincident  with the date of
exercise of such Option (or the immediately preceding trading day if the date of
exercise is not a trading day). The Company shall not issue or transfer  Company
Stock upon exercise of an Option until the Option Price is fully paid.

5.5 Limitations on Incentive Stock Options.  Each provision of the Plan and each
Award Agreement relating to an Incentive Stock Option shall be construed so that
each  Incentive  Stock Option  shall be an incentive  stock option as defined in
Section 422 of the Code, and any provisions of the Award Agreement  thereof that
cannot be so construed  shall be  disregarded.  No Incentive Stock Option may be
granted to any Employee  who, at the time of such grant,  owns stock  possessing
more than 10 percent of the total combined  voting power of all classes of stock
of the Company or of its parent or subsidiary  corporation (as determined  under
Sections  422  and 424 of the  Code),  unless  (a) the  Option  Price  for  such
Incentive  Stock  Option is at least 110 percent of the Fair  Market  Value of a
share of Company Stock on the date the Incentive Stock Option is granted and (b)
such  Incentive  Stock Option may not be exercised more than five years after it
is granted.  Notwithstanding anything in the Plan to the contrary, to the extent
required by the Code, the exercise of Incentive  Stock Options granted under the
Plan  shall be  subject  to the  $100,000  calendar  year  limit as set forth in
Section 422 of the Code;  provided  that,  to the extent any grant  exceeds such
$100,000 calendar year limit, the portion of such granted Option shall be deemed
a Nonqualified Stock Option in accordance with Section 422 of the Code.

5.6 Rights and Privileges.  A Participant  shall have no rights as a Shareholder
with  respect  to any  shares of Company  Stock  covered by an Option  until the
issuance of such shares to the Participant.

5.7 Limitations on Transfer of Options.  During the lifetime of the Employee, an
Option shall be exercisable only by the Employee, and no Option is assignable or
transferable  by an  Employee  except  by will or by the  laws  of  descent  and
distribution.

5.8 Award of SARs.

(a) The Committee  may, from time to time,  and on such terms and  conditions as
the Committee may prescribe, award SARs to any Employee.

(b) A SAR shall represent the right to receive payment of an amount equal to (i)
the amount by which the Fair Market  Value of one share of Company  Stock on the
trading day  immediately  preceding  the date of exercise of the SAR exceeds the
Exercise  Price  multiplied  by (ii) the  number of shares  covered  by the SAR.
Payment of the amount to which a Participant  is entitled upon the exercise of a


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SAR  shall be made in cash,  Company  Stock,  or  partly  in cash and  partly in
Company Stock at the discretion of the Committee.  The shares shall be valued at
their Fair Market Value on the date of exercise.

(c) SARs awarded under the Plan shall be evidenced by an Award Agreement between
the Company and the Participant.

(d) The Committee may prescribe  conditions  and  limitations on the exercise of
any SAR.  SARs may be  exercised  only when the Fair Market  Value of a share of
Company Stock exceeds the Exercise Price.

(e) A SAR shall be  exercisable  only by written  notice to the Chief  Financial
Officer of the Company or his or her designee.

(f) To the extent not  previously  exercised,  all SARs shall  automatically  be
exercised on the last trading day prior to their expiration, so long as the Fair
Market  Value of a share of Company  Stock  exceeds the Exercise  Price,  unless
prior to such day the holder instructs the Chief Financial Officer or his or her
designee otherwise in writing.

(g)  Subject  to Article X, each SAR shall  expire on a date  determined  by the
Committee at the time of grant.

                                   ARTICLE VI

                                RESTRICTED STOCK

6.1 Award of Restricted  Stock.  The Committee may make a Restricted Stock Award
to any  Employee,  subject  to this  Article  VI and to  such  other  terms  and
conditions as the Committee may prescribe.

6.2  Restriction  Period.  At the time of making a Restricted  Stock Award,  the
Committee shall establish the Restriction  Period  applicable to such Award. The
Committee may establish different Restriction Periods from time to time and each
Restricted  Stock  Award  may  have  a  different  Restriction  Period,  in  the
discretion  of  the  Committee.  Restriction  Periods,  when  established  for a
Restricted Stock Award, shall not be changed except as permitted by Section 6.3.

6.3 Other  Terms and  Conditions.  Company  Stock,  when  awarded  pursuant to a
Restricted Stock Award,  will be represented in a book entry account in the name
of the  Participant  who receives the Restricted  Stock Award.  The  Participant
shall be entitled to receive  dividends during the Restriction  Period and shall
have  the  right  to vote  such  Restricted  Stock  and  shall  have  all  other
Shareholder rights, with the exception that (i) unless otherwise provided by the
Committee,  if any dividends are paid in shares of Company  Stock,  those shares
will be subject to the same  restrictions as the shares of Restricted Stock with
respect to which they were issued,  (ii) the Participant will not be entitled to
delivery of any stock  certificate  evidencing the Company Stock  underlying the
Restricted  Stock Award during the  Restriction  Period,  (iii) the Company will
retain custody of the Restricted Stock during the Restriction Period, and (iv) a
breach of a restriction or a breach of the terms and  conditions  established by


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the Committee  pursuant to the Restricted Stock Award will cause a forfeiture of
the Restricted Stock Award. The Committee may, in addition, prescribe additional
restrictions,  terms,  or  conditions  upon  or to the  Restricted  Stock  Award
including the attainment of Performance Goals in accordance with Section 4.4.

6.4  Restricted  Stock Award  Agreement.  Each  Restricted  Stock Award shall be
evidenced by an Award Agreement.

6.5 Payment for  Restricted  Stock.  Restricted  Stock Awards may be made by the
Committee under which the Participant  shall not be required to make any payment
for the Company Stock or, in the alternative,  under which the Participant, as a
condition to the  Restricted  Stock Award,  shall pay all (or any lesser  amount
than all) of the Fair Market Value of the Company  Stock,  determined  as of the
date the  Restricted  Stock Award is made. If the latter,  such  purchase  price
shall be paid in cash, or otherwise, as provided in the Award Agreement.

                                   ARTICLE VII

                        AWARDS FOR NON-EMPLOYEE DIRECTORS

7.1 Awards to  Non-Employee  Directors.  The Board shall determine all Awards to
Company  Directors  and the Committee  shall  determine all Awards to Subsidiary
Directors.  The  Board  or the  Committee,  as the  case  may  be,  retains  the
discretionary authority to make Awards to Non-Employee Directors and any type of
Award  (other  than  Incentive  Stock  Options)  may be granted to  Non-Employee
Directors  under this Plan.  All such  Awards  shall be subject to the terms and
conditions of the Plan and to such other terms and  conditions  consistent  with
the Plan as the Board or the Committee, as the case may be, deems appropriate.

7.2 No Right to Continuance as a Director. None of the actions of the Company in
establishing  the Plan,  the actions  taken by the  Company,  the Board,  or the
Committee  under the Plan,  or the granting of any Award under the Plan shall be
deemed  (i) to create  any  obligation  on the part of the Board or the board of
directors of the applicable Subsidiary to nominate any Non-Employee Director for
reelection or (ii) to be evidence of any agreement or understanding,  express or
implied,   that  the  Non-Employee  Director  has  a  right  to  continue  as  a
Non-Employee  Director  for any  period  of time  or at any  particular  rate of
compensation.

                                  ARTICLE VIII

                 UNRESTRICTED COMPANY STOCK AWARDS FOR EMPLOYEES

8.1 The Committee may make awards of unrestricted  Company Stock to Employees on
such terms and conditions as the Committee may prescribe.

                                   ARTICLE IX

                           AWARD OF PERFORMANCE UNITS

9.1 Award of Performance Units. The Committee may award Performance Units to any
Employee.  Each  Performance  Unit shall represent the right of a Participant to


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<PAGE>

receive an amount equal to the value of the Performance Unit,  determined in the
manner established by the Committee at the time of Award.

9.2  Performance  Period.  At the  time  of each  Performance  Unit  Award,  the
Committee shall establish, with respect to each such Award, a Performance Period
during  which  performance  shall  be  measured.  There  may be  more  than  one
Performance Unit Award in existence at any one time, and Performance Periods may
differ.

9.3 Performance  Measures.  Performance  Units shall be awarded to a Participant
and earned  contingent  upon the attainment of  Performance  Goals in accordance
with Section 4.4.

9.4 Performance  Unit Value.  Each  Performance Unit shall have a maximum dollar
value  established by the Committee at the time of the Award.  Performance Units
earned will be determined by the Committee in respect of a Performance Period in
relation to the degree of  attainment  of  Performance  Goals.  The measure of a
Performance  Unit may, in the discretion of the Committee,  be equal to the Fair
Market Value of one share of Company Stock.

9.5 Award Criteria. In determining the number of Performance Units to be granted
to any  Participant,  the  Committee  shall take into account the  Participant's
responsibility  level,  performance,  potential,  cash compensation level, other
incentive awards, and such other considerations as it deems appropriate.

9.6 Payment.

(a)  Following  the end of the  applicable  Performance  Period,  a  Participant
holding  Performance Units will be entitled to receive payment of an amount, not
exceeding the maximum value of the Performance  Units,  based on the achievement
of the  Performance  Goals for such  Performance  Period,  as  determined by the
Committee.

(b)  Awards  may be paid  in  cash or  stock,  or any  combination  thereof,  as
determined  by  the  Committee.  Payment  shall  be  made  in a  lump  sum or in
installments and shall be subject to such other terms and conditions as shall be
determined by the Committee.

9.7 Performance  Unit Award  Agreements.  Each  Performance  Unit Award shall be
evidenced by an Award Agreement.

                                    ARTICLE X

                         GENERAL TERMINATION PROVISIONS

10.1  Termination.  Subject to Article XI and unless otherwise  specified in the
applicable Award Agreement,  the following  provisions will govern the treatment
of a Participant's outstanding Awards following a Participant's Termination.

(a) If the Participant's  Termination is due to death, Disability or Retirement,
all of the Participant's  outstanding  Options,  SARs or Restricted Stock Awards


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<PAGE>

shall   become  fully  vested  and,  if   applicable,   exercisable.   Upon  the
Participant's  Termination for any other reason,  any Awards that are not vested
and/or  exercisable on the date of such Termination  will immediately  terminate
and be of no further force and effect.

(b) If the  Participant's  Termination  is for any reason  other than (i) death,
(ii)   Disability,   (iii)   Retirement  or  (iv)  discharge  for  Cause,   such
Participant's  outstanding  SARs or Options may be  exercised at any time within
three  months  after  such  Termination,  to the  extent of the number of shares
covered  by such  Options  or SARs  which  are  exercisable  at the date of such
Termination;  except that an Option or SAR shall not be  exercisable on any date
beyond the expiration date of such Option or SAR.

(c) Upon a Termination  for Cause,  any Options or SARs held by the  Participant
(whether or not then  exercisable)  shall expire and any rights thereunder shall
terminate   immediately.   Any  non-vested   Restricted  Stock  Awards  of  such
Participant  shall  immediately  be forfeited  and any rights  thereunder  shall
terminate.

(d) Upon a Termination due to the Participant's  death, any SARs or Options that
are  then   exercisable   may  be  exercised  by  the   Participant's   Personal
Representative  at any  time  before  the  earlier  of (i) one  year  after  the
Participant's death or (ii) the expiration date of the Award.

(e) Upon a Termination due to the  Participant's  Disability or Retirement,  any
SARs or Options that are then exercisable may be exercised by the Participant at
any time before the  earlier of (i) one year after the date of such  Termination
or (ii) the  expiration  date of the Award;  provided,  however,  that an Option
which is intended to qualify as an  Incentive  Stock Option will only be treated
as such to the extent it complies  with the  requirements  of Section 422 of the
Code.

(f) If a  Participant  whose  Termination  is due to  Retirement  dies  prior to
exercising all of his or her  outstanding  Options or SARs, then such Options or
SARs may be exercised by the Participant's  Personal  Representative at any time
before the  earlier of (i) one year  after the  Participant's  death or (ii) the
expiration  date of the  Award;  provided,  however,  that,  an Option  which is
intended to qualify as an Incentive Stock Option will only be treated as such to
the extent it complies with the requirements of Section 422 of the Code.

(g) Subject to Article XI, a  Performance  Unit Award  shall  terminate  for all
purposes if the  Participant's  Termination is at any time during the applicable
Performance Period,  except as may otherwise be determined by the Committee.  In
the event that the  Termination  of a  Participant  holding a  Performance  Unit
occurs following the end of the applicable  Performance Period but prior to full
payment  according to the terms of the Performance  Unit Award,  the Performance
Unit Award shall terminate  except when the  termination  event is due to death,
Disability or Retirement.


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<PAGE>


                                   ARTICLE XI

                        CHANGE IN CONTROL OF THE COMPANY

11.1 Contrary Provisions.  Notwithstanding anything contained in the Plan to the
contrary,  the  provisions  of this  Article XI shall govern and  supersede  any
inconsistent terms or provisions of the Plan.

11.2 Definitions

(a) Change in Control. For purposes of this Plan, "Change in Control" shall mean
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  (within the
meaning of Section 409A of the Code).

       (i)    Change in Actual  Control  shall mean the  acquisition  by any one
              person,  or more than one person  acting as a group (as defined in
              Section  11.2(a)(iv),  below) of ownership of stock of the Company
              that,   together   with  stock  held  by  such  person  or  group,
              constitutes more than 50 percent of the total fair market value or
              total voting power of the stock of the  Company.  However,  if any
              one  person,  or more  than  one  person  acting  as a  group,  is
              considered  to own more than 50 percent  of the total fair  market
              value  or total  voting  power of the  stock of the  Company,  the
              acquisition  of additional  stock by the same person or persons is
              not  considered to cause a Change in Actual Control of the Company
              (or to cause a Change in Effective  Control of the Company (within
              the meaning of Section 11.2(a)(ii)). An increase in the percentage
              of stock owned by any one person, or persons acting as a group, as
              a result of a transaction in which the Company  acquires its stock
              in exchange  for  property  will be treated as an  acquisition  of
              stock for purposes of this Section 11.2(a)(i).

       (ii)   Change in Effective Control shall mean:

              (A)    The acquisition by any one person,  or more than one person
                     acting  as a group  (as  defined  in  Section  11.2(a)(iv),
                     below), during any 12-month period of ownership of stock of
                     the  Company  possessing  35  percent  or more of the total
                     voting power of the stock of the Company; or

              (B)    The  replacement  of a  majority  of  members  of the Board
                     during any 12-month period by directors  whose  appointment
                     or election is not endorsed by a majority of the members of
                     the Board prior to the date of the  appointment or election
                     in   accordance    with   Treasury    Regulation    section
                     1.409A-1(g)(5)(vi)(A)(2).

     Notwithstanding  the foregoing,  if any one person, or more than one person
acting as a group, is considered to effectively  control the Company (within the
meaning of this Section  11.2(a)(ii)),  the acquisition of additional control of
the Company by the same person or persons is not considered to cause a Change in
Control.

       (iii)  Change in the  Ownership  of the  Company's  Assets shall mean the
              acquisition by any one person, or more than one person acting as a


                                       14
<PAGE>

              group (as  defined  in  Section  11.2(a)(iv),  below),  during any
              12-month period of assets from the Company that have a total gross
              fair  market  value  equal to or more than 40 percent of the total
              gross  fair  market  value  of all of the  assets  of the  Company
              immediately   prior   to   such   acquisition   or   acquisitions.
              Notwithstanding the foregoing, there is no change in control event
              under this  Section  11.2(a) when there is a transfer to an entity
              that is  controlled  by the  Shareholders  immediately  after  the
              transfer.

       (iv)   Persons acting as a group.  For purposes of this Section  11.2(a),
              persons  will not be  considered  to be acting  as a group  solely
              because they purchase or own stock of the same  corporation at the
              same time,  or as a result of the same public  offering.  However,
              persons  will be  considered  to be  acting as a group if they are
              owners of a corporation that enters into a merger,  consolidation,
              purchase or acquisition of stock, or similar business  transaction
              with the corporation. If a person, including an entity, owns stock
              in both  corporations  that  enter  into a merger,  consolidation,
              purchase or acquisition  of stock,  or similar  transaction,  such
              shareholder  is  considered  to be  acting as a group  with  other
              shareholders  in a corporation  only with respect to the ownership
              in that  corporation  prior to the transaction  giving rise to the
              change and not with respect to the ownership interest in the other
              corporation.

11.3 Effect of Change in Control on Certain Awards.  Unless otherwise  specified
in the applicable  Award  Agreement,  the following  provisions  will govern the
treatment of a Participant's outstanding Awards following a change in control.

(a) If the  Company  is not the  surviving  corporation  following  a Change  in
Control, and the surviving  corporation  following such Change in Control or the
acquiring  corporation (such surviving  corporation or acquiring  corporation is
hereinafter  referred  to as the  "Acquiror")  does not assume  the  outstanding
Options,  SARs,  Restricted Stock,  Restricted  Performance Stock or Performance
Units or does not substitute equivalent equity awards relating to the securities
of such Acquiror or its affiliates  for such Awards,  then all such Awards shall
become  immediately and fully  exercisable (or in the case of Restricted  Stock,
fully  vested  and all  restrictions  will  immediately  lapse).  In the case of
Restricted   Performance   Stock  and  Performance   Units,  the  target  payout
opportunities  under all outstanding Awards of Restricted  Performance Stock and
Performance  Units shall be deemed to have been fully  earned  based on targeted
performance being attained as of the effective date of the Change in Control. In
addition,  the Board or its designee may, in its sole discretion,  provide for a
cash  payment  to be made  to each  Participant  for  the  outstanding  Options,
Restricted Stock,  Restricted  Performance Stock, SARs or Performance Units upon
the  consummation of the Change in Control,  determined on the basis of the fair
market  value that would be received in such Change in Control by the holders of
the Company's securities relating to such Awards. Notwithstanding the foregoing,
any Option  intended to be an Incentive  Stock  Option under  Section 422 of the
Code shall be adjusted in a manner to preserve such status.

(b) If the Company is the surviving  corporation  following a Change in Control,
or the  Acquiror  assumes  the  outstanding  Options,  SARs,  Restricted  Stock,
Restricted  Performance  Stock or Performance  Units or  substitutes  equivalent
equity awards  relating to the securities of such Acquiror or its affiliates for


                                       15
<PAGE>

such  Awards,  then all such Awards or such  substitutes  therefor  shall remain
outstanding and be governed by their  respective terms and the provisions of the
Plan.

(c) If (i) a Participant's  Termination is without Cause within twenty-four (24)
months  following  a Change in Control,  and (ii) the  Company is the  surviving
corporation  following  such  Change in  Control,  or the  Acquiror  assumes the
outstanding Options,  SARs,  Restricted Stock,  Restricted  Performance Stock or
Performance  Units or  substitutes  equivalent  equity  awards  relating  to the
securities  of such  Acquiror  or its  affiliates  for  such  Awards,  then  all
outstanding Options,  SARs,  Restricted Stock,  Restricted  Performance Stock or
Performance Units shall become immediately and fully exercisable (or in the case
of Restricted Stock, fully vested and all restrictions will immediately  lapse).
In the case of Restricted  Performance  Stock and Performance  Units, the target
payout  opportunities  under all  outstanding  Awards of Restricted  Performance
Stock and  Performance  Units shall be deemed to have been fully earned based on
targeted performance being attained.

(d) If (i) the employment of a Participant with the Company and its Subsidiaries
is terminated  for Cause within  twenty-four  (24) months  following a Change in
Control and (ii) the Company is the surviving  corporation following such Change
in Control, or the Acquiror assumes the outstanding  Options,  SARs,  Restricted
Stock,  Restricted  Performance  Stock,  or  Performance  Units  or  substitutes
equivalent  equity  awards  relating to the  securities  of such Acquiror or its
affiliates for such Awards,  then any Options or SARs of such Participant  shall
expire,  and any non-vested  Restricted Stock,  Restricted  Performance Stock or
Performance  Units shall be  forfeited,  and any rights  under such Awards shall
terminate immediately.

(e) Outstanding  Options or SARs which vest in accordance with Section 11.3, may
be exercised by the Participant in accordance with Article X; provided, however,
that a Participant  whose Options or SARs become  exercisable in accordance with
Section  11.3(c) may  exercise  such Options or SARs at any time within one year
after such Termination, except that an Option or SAR shall not be exercisable on
any date beyond the expiration date of such Option or SAR.

         In the event of a  Participant's  death  after  such  Termination,  the
exercise of Options  and SARs shall be treated in the same manner as  determined
for retirement in Section 10.1(e).

11.4  Amendment  or  Termination.  This  Article  XI  shall  not be  amended  or
terminated  at any time if any such  amendment or  termination  would  adversely
affect the rights of any Participant under the Plan.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

12.1  Adjustments  Upon  Changes  in  Stock.  In  case  of  any  reorganization,
recapitalization,  reclassification,  stock split, stock dividend, distribution,
combination of shares,  merger,  consolidation,  rights  offering,  or any other
changes  in the  corporate  structure  or  shares  of the  Company,  appropriate
adjustments shall be made by the Committee or the Board, as the case may be, (or
if the Company is not the surviving  corporation  in any such  transaction,  the
board of directors of the surviving  corporation)  in the  aggregate  number and
kind of shares  subject  to the Plan,  and the number and kind of shares and the
Option  Price per share  subject to  outstanding  Options or which may be issued
under  outstanding  Restricted Stock Awards or pursuant to unrestricted  Company


                                       16
<PAGE>

Stock Awards. Appropriate adjustments shall also be made by the Committee or the
Board, as the case may be, in the terms of any Awards under the Plan, subject to
Article XI, to reflect such changes and to modify any other terms of outstanding
Awards on an equitable  basis. Any such adjustments made by the Committee or the
Board  pursuant to this  Section  12.1 shall be  conclusive  and binding for all
purposes under the Plan.

12.2 Amendment, Suspension, and Termination of Plan.

(a) The Board may suspend or  terminate  the Plan or any portion  thereof at any
time, and may amend the Plan from time to time in such respects as the Board may
deem advisable in order that any Awards  thereunder  shall conform to any change
in applicable  laws or regulations or in any other respect the Board may deem to
be in the  best  interests  of the  Company;  provided,  however,  that  no such
amendment shall, without Shareholder approval, (i) except as provided in Section
12.1,  increase the number of shares of Company  Stock which may be issued under
the Plan, (ii) expand the types of awards  available to  Participants  under the
Plan, (iii) materially expand the class of employees  eligible to participate in
the Plan, (iv)  materially  change the method of determining the Option Price of
Options;  (v) delete or limit the  provision  in  Section  5.4  prohibiting  the
repricing of Options;  (vi) extend the termination  date of the Plan or (vii) be
made to the extent that Shareholder  approval is required to satisfy  applicable
law,  regulation or any securities  stock  exchange,  market or other  quotation
system on or  through  which the  Company  Stock is  listed or  traded.  No such
amendment, suspension, or termination shall materially adversely alter or impair
any outstanding Options,  SARs, shares of Restricted Stock, or Performance Units
without the consent of the Participant affected thereby.

(b) The Committee may amend or modify any outstanding Options,  SARs, Restricted
Stock Awards,  or  Performance  Unit Awards in any manner to the extent that the
Committee  would have had the authority  under the Plan  initially to award such
Options,  SARs,  Restricted  Stock  Awards,  or  Performance  Unit  Awards as so
modified or amended,  including without limitation,  to change the date or dates
as of which such Options or SARs may be exercised, to remove the restrictions on
shares of Restricted  Stock, or to modify the manner in which  Performance Units
are determined and paid.

(c)  Notwithstanding  the  foregoing,  the Plan and any Award  Agreements may be
amended  without any additional  consideration  to affected  Participants to the
extent necessary to comply with, or avoid penalties  under,  Section 409A of the
Code,  even if those  amendments  reduce,  restrict or eliminate  rights granted
prior to such amendments.

12.3 Nonuniform Determinations. The Committee's (or, if applicable, the Board's)
determinations   under  the  Plan,   including  without   limitation,   (a)  the
determination of the Employees and Non-Employee Directors to receive Awards, (b)
the form,  amount, and timing of any Awards, (c) the terms and provisions of any
Awards and (d) the Award Agreements evidencing the same, need not be uniform and
may be made by it selectively among Employees and/or Non-Employee  Directors who
receive,  or who are eligible to receive,  Awards under the Plan, whether or not
such Employees and/or Non-Employee Directors are similarly situated.

                                       17
<PAGE>

12.4  General  Restriction.  Each  Award  under the Plan shall be subject to the
condition  that,  if at any  time the  Committee  shall  determine  that (a) the
listing,  registration,  or qualification of the shares of Company Stock subject
or related  thereto upon any  established  stock  exchange,  market or quotation
system or under any state or federal  law,  (b) the  consent or  approval of any
government  or  regulatory  body,  or (c) an agreement by the  Participant  with
respect  thereto,  is necessary or  desirable,  then such Award shall not become
exercisable   in  whole  or  in  part   unless   such   listing,   registration,
qualification,  consent,  approval,  or  agreement  shall have been  effected or
obtained free of any conditions not acceptable to the Committee.

12.5 No Right To Employment.  None of the actions of the Company in establishing
the Plan, the actions taken by the Company, the Board or the Committee under the
Plan,  or the granting of any Award under the Plan shall be deemed (a) to create
any obligation on the part of the Company or any Subsidiary to retain any person
in the employ of, or continue  the  provision of services to, the Company or any
Subsidiary, or (b) to be evidence of any agreement or understanding,  express or
implied,  that the person has a right to continue as an employee  for any period
of time or at any particular rate of compensation.

12.6 Governing Law. The  provisions of the Plan shall take  precedence  over any
conflicting  provision contained in an Award Agreement.  All matters relating to
the Plan or to Awards  granted  hereunder  shall be governed by and construed in
accordance  with the laws of the State of South  Carolina  without regard to the
principles of conflict of laws.

12.7 Trust  Arrangement.  All  benefits  under the Plan  represent  an unsecured
promise to pay by the  Company.  The Plan  shall be  unfunded  and the  benefits
hereunder shall be paid only from the general assets of the Company resulting in
the Participants  having no greater rights than the Company's general creditors;
provided,  however,  nothing  herein shall  prevent or prohibit the Company from
establishing a trust or other  arrangement  for the purpose of providing for the
payment of the benefits payable under the Plan.

12.8 No  Impact  on  Benefits.  Awards  are not  compensation  for  purposes  of
calculating a Participant's rights under any employee benefit plan that does not
specifically require the inclusion of Awards in calculating benefits.

12.9  Beneficiary  Designation.  Each  Participant  may  name a  beneficiary  or
beneficiaries  to  receive  or  exercise  any  vested  Award  that is  unpaid or
unexercised  at  the  Participant's  death.  Unless  otherwise  provided  in the
beneficiary  designation,  each designation  will revoke all prior  designations
made by the same Participant, must be made on a form prescribed by the Committee
and will be  effective  only when  filed in  writing  with the  Committee.  If a
Participant  has not made an  effective  beneficiary  designation,  the deceased
Participant's  beneficiary  will be the  Participant's  surviving  spouse or, if
none,  the  deceased  Participant's  estate.  The  identity  of a  Participant's
designated  beneficiary  will be based only on the  information  included in the
latest beneficiary designation form completed by the Participant and will not be
inferred from any other evidence.

12.10 Tax Withholding.  The Company shall have the power and the right to deduct
or  withhold,  or require a  Participant  to remit to the  Company,  the minimum
statutory  amount to satisfy  federal,  state and local taxes required by law or


                                       18
<PAGE>

regulation  to be withheld with respect to any taxable event arising as a result
of the Plan. With respect to withholding required upon any taxable event arising
as a result of an Award granted hereunder,  a Participant may elect,  subject to
the approval of the Committee, to satisfy the withholding requirement,  in whole
or in part, by having the Company withhold shares of Company Stock having a Fair
Market  Value  on the  date the tax is to be  determined  equal  to the  minimum
statutory total tax that could be imposed on the transaction. All such elections
shall be irrevocable,  made in writing and signed by the Participant,  and shall
be subject to any  restrictions or limitations  that the Committee,  in its sole
discretion, deems appropriate.

NOTE:  Amended  by the Board of  Directors  on July 30,  2007,  pursuant  to its
authority  under  Section  12.2(a),  to clarify in Section  5.3(c) that cashless
exercise is permitted  only if  specifically  authorized by the Committee in its
sole  discretion,  and to add Section 5.7 relating to limitations on transfer of
options.



                                       19