First Amendment to the CapitalBank Salary Continuation Agreement


    EXHIBIT
      10.49

     

    FIRST
      AMENDMENT

    TO
      THE

    CAPITALBANK

    SALARY
      CONTINUATION AGREEMENT

    


    DATED
      OCTOBER 17, 2002

    FOR
      

    STEVE
      O. WHITE

    


    


    THIS
      AMENDMENT is adopted this 10th day of January, 2006, by and between CAPITALBANK,
      a state-chartered commercial bank located in Greenwood, South Carolina (the
      “Company”) and STEVE O. WHITE (the “Executive”).

     

    The
      Company and the Executive executed the Salary Continuation Agreement (the
“Agreement”) on October 17, 2002. Pursuant
      to Article 7 of the Agreement the undersigned hereby amend the Executive’s
      Agreement as follows:

    


    Article
      1.1 of the Agreement shall be deleted in its entirety and replaced by Article
      1.1 below:

    


    1.1 “Benefit
      Amount”
      means
      Twenty Thousand Five Hundred and Fifteen Dollars ($20,515) as of May 1, 2005.
      Commencing at the end of each Plan Year thereafter, the Benefit Amount shall
      be
      increased four percent (4%) from the previous Plan Year.

    


    Article
      1.8 of the Agreement shall be deleted in its entirety and replaced by Article
      1.8 below:

    


    1.8
       “Normal
      Retirement Age”
      means
      the August 31st
      immediately following the Executive’s 61st
      birthday.

    


    The
      Company and the Executive expressly intend that the change to the Normal
      Retirement Age contained in this First Amendment to the Agreement constitute
      a
      new payment election with respect to the time of payment of the amounts deferred
      as permitted by the Transitional Relief included in Part XI.C. of the Preamble
      to the Proposed Treasury Regulations published at 70 Federal Register 57930,
      pages 57954-57955 (October 4, 2005) (the “Transitional Relief”). The Company
      shall have the authority to amend the Plan and any election made hereunder,
      retroactively if necessary, in order to effectuate the Company’s and the
      Executive’s intent to satisfy the requirements of the Transitional Relief and to
      defer compensation as governed by applicable federal law, including but not
      limited to Internal Revenue Code Section 409A.

    


    By
      signing below, Executive elects to receive the Normal Retirement Benefit under
      the Agreement, as amended, as of his Normal Retirement Age, as such term is
      defined by this First Amendment to the Agreement. Executive understands that
      this election is conditioned upon Executive’s continued employment with the
      Company until Executive’s Normal Retirement Age. Executive’s entitlement to any
      Early Termination Benefit attributable to his termination of employment prior
      to
      his Normal Retirement Age shall be governed by and subject to the terms of
      the
      Agreement, as amended from time to time. 

    


    IN
      WITNESS OF THE ABOVE,
      the
      Executive and the Company hereby consent to this First Amendment.

     

    
      
        	
                 

                Executive:

                 

              	 	
                 

                CAPITALBANK

                 

              	 
	 	 	 	 
	
                /s/
                  Steve O. White 
                  

                

              	 	
                By:
                  /s/ Wayne Q. Justesen 
                  

                

              	 
	
                Steve
                  O. White

              	 	
                Title:
                  Chairman, Compensation Committee