**Exhibit 10.11**

** **

**COMMUNITYSOUTHFINANCIAL CORPORATION**

**2005 STOCK INCENTIVE PLAN**

 

**AMENDMENT ADOPTED BY THE BOARD OFDIRECTORS**

**November 18, 2008**

 

**First**, theBoard****amended the definition of “Fair MarketValue” found in Article I by deleting it in its entirety and replacing itwith the following:

 

“Fair Market Value” on any date shall mean:

 

(i)            if the Stock is readily tradable on an establishedsecurities market (as defined in Treasury Regulation § 1.897-1(m)), the closingsales price of the Stock on the trading day immediately preceding such date onthe securities exchange having the greatest volume of trading in the Stockduring the 30-day period preceding the day the value is to be determined or, ifsuch exchange was not open for trading on such date, the next preceding date onwhich it was open;

 

(ii)           if the Stock is not traded on any securities exchange (asdefined in Treasury Regulation §1.897-1(m)), the average of the closing highbid and low asked prices of the Stock on the over-the-counter market on the daysuch value is to be determined, or in the absence of closing bids on such day,the closing bids on the next preceding day on which there were bids; or

 

(iii)          if the Stock also is not traded on the over-the-countermarket, the fair market value as determined in good faith by the Board or theCommittee by application of a reasonable valuation method consistently appliedand taking into consideration all available information material to the valueof the Company; factors to be considered may include, as applicable, the valueof tangible and intangible assets of the Company, the present value of futurecash-flows of the Company, the market value of stock or equity interests insimilar corporations which can be readily determined through objective means(such as through trading prices on an established securities market or anamount paid in an arm’s length private transaction), and other relevant factorssuch as control premiums or discounts for lack of marketability.  For purposes of the foregoing, a valuationprepared in accordance with any of the methods set forth in Treasury Regulation§ 1.409A-1(b)(5)(iv)(B)(2), consistently used, shall be rebuttably presumed toresult in a reasonable valuation.  Thisparagraph is intended to comply with the definition of “fair market value”contained in Treasury Regulation § 1.409A-1(b)(5)(iv) and should beinterpreted consistently therewith.

 

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**Second**, theBoard adopted, and made an integral part of the Plan, Article X, Section 10.7to read as follows:

 

10.7         Amendment to Meet the Requirementsof Code Section 409A.  It isintended that this Plan and any Options granted under this Plan comply with ormeet an exemption from Section 409A of the Code, so that the incomeinclusion provisions of Code Section 409A(a)(1) do not apply to anOptionee. Optionee acknowledges that the Board shall have the sole discretionand authority to amend the Plan and any Stock Option Agreement hereunderincluding, but not limited to, increasing the Exercise Price and/or changingthe exercise period, payment periods, or restrictions of any Option in theevent that the Fair Market Value of the Stock is subsequently determined to begreater than the Exercise Price initially established at the time of grant, tothe extent necessary to cause the Plan or such Options to comply with theprovisions of Code Section 409A. Such amendment may be retroactive to theextent permitted by Section 409A of the Code, and shall not require theconsent of the Optionee.

 

INWITNESS WHEREOF, the Company has caused this Amendment to the Plan to beexecuted as of November 18, 2008 in accordance with the authority providedby the Board of Directors.

 
|   | COMMUNITYSOUTH FINANCIAL  CORPORATION |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   |                                  | By: | /s/  C. Allan Ducker, III |
|   |                                  |   | Name:  C. Allan Ducker, III |
|   |                                  |   | Title:  Chief Executive Officer |

 

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