EXHIBIT 10.29
                                  -------------

                SOUTH CAROLINA BANK & TRUST DEFERRED INCOME PLAN

                 (A NONQUALIFIED PLAN OF DEFERRED COMPENSATION)

                            Effective January 1, 2004


                                    PREAMBLE

This Agreement is executed this 18th day of December, 2003 by the Employer as
defined herein. WITNESSETH THAT:

WHEREAS:

The Employer wishes to retain the valuable services of its Directors and certain
officers by providing attractive retirement benefit programs to such
Participants; and

WHEREAS:

The Employer recognizes that it is in the best interest of both the Employer and
these Participants to provide attractive Employer-sponsored programs to allow
these Participants to build retirement income and wealth for other important
financial needs for themselves and their families and other dependents; and

WHEREAS:

Tax qualified retirement plans, with the current limitations on contributions
and benefits under the current tax code, may be inadequate or inappropriate. An
Employer-sponsored retirement income plan to provide these Participants with the
desired and necessary levels of retirement income is appropriate; and

WHEREAS:

These Participants may wish to defer portions of current compensation in excess
of amounts which might currently be deferred under other Employer-sponsored
retirement plans in order to save for retirement and other important financial
needs; and

WHEREAS:

The Employer recognizes that a deferral vehicle is also appropriate to assist
Participants in managing their financial success under the Employer's
compensation scheme and thus supporting its associated business goals; and

WHEREAS:

The Employer is willing to provide a non-qualified deferral plan for such
purposes and wishes to provide the terms and conditions for such plan;

Now, THEREFORE, the following Plan is adopted.
<PAGE>

MASTER PLAN DOCUMENT TABLE OF CONTENTS


Article I        Introduction & Effective Date ................................1

Article II       Definitions & Terms ..........................................1

Article III      Eligibility & Participation ..................................7

Article IV       Elections & Contributions ....................................7

Article V        Accounts & Account Crediting .................................8

Article VI       Vesting .....................................................10

Article VII      Distributions ...............................................10

Article VIII     Administration & Claims Procedure ...........................13

Article IX       Amendment, Termination & Reorganization .....................21

Article X        General Provisions ..........................................22

Article XI       Signature Page ..............................................26

                                       2
<PAGE>

                                    ARTICLE I

                         INTRODUCTION & EFFECTIVE DATE
                         -----------------------------

1.1        NAME.
           ----

The name of this Plan is the South Carolina Bank and Trust Deferred Income Plan.

1.2        EFFECTIVE DATE.
           --------------

The effective date of the Plan is January 1, 2004.

1.3        PURPOSE.
           -------

The purpose of the Plan is to offer Participants the voluntary opportunity to
defer current Compensation for retirement income and other significant future
financial needs for themselves, their families and other dependents. This Plan
is intended to be a nonqualified "top-hat" plan; that is, an unfunded plan of
deferred compensation maintained for certain employees of a select group of
management or highly compensated employees pursuant to Sections 201(2),
301(a)(3), and 401(a)(1) of ERISA, and an unfunded plan of deferred compensation
under the Code.

1.4        INTERPRETATION.
           --------------

Throughout the Plan, certain words and phrases have meanings, which are
specifically defined for purposes of the Plan. These words and phrases can be
identified in that the first letter of the word or words in the phrase is
capitalized. The definitions of these words and phrases are set forth in Article
II and elsewhere in the Plan document. Wherever appropriate, pronouns of any
gender shall be deemed synonymous, as shall singular and plural pronouns.
Headings of Articles and Sections are for convenience or reference only, and are
not to be considered in the construction or interpretation of the Plan. The Plan
shall be interpreted and administered to give effect to its purpose in Section
1.3 and to qualify as a nonqualified, unfunded plan of deferred compensation.

                                   ARTICLE II

                              DEFINITIONS & TERMS
                              -------------------

2.1        DEFINITION OF TERMS.
           -------------------

Certain words and phrases are defined when first used in later paragraphs of
this Agreement. Unless the context clearly indicates otherwise, the following
words and phrases when used in this Agreement shall have the following
respective meanings:

2.2        ACCOUNT.
           -------

"Account" shall mean the interest of a Participant in the Plan as represented by
the hypothetical bookkeeping entries kept by the Employer for each Participant.
Each Participant's interest may be divided into one or more separate accounts or
sub-accounts which reflect, not only the Contributions into the Plan, but also
gains and losses, and income and expenses allocated thereto, as well as
distributions or any other withdrawals. The value of these accounts or
sub-accounts shall be determined as of the Valuation Date. The existence of an
account or bookkeeping entries for a Participant (or his Designated Beneficiary)
does not create, suggest or imply that a Participant, Designated Beneficiary, or
other person claiming through them under this Plan, has a beneficial interest in
any asset of the Employer.

2.3        AGREEMENT.
           ---------

"Agreement" shall mean this agreement, together with any and all amendments or
restatements thereto.

                                       3
<PAGE>

2.4        BALANCE.
           -------

"Balance" shall mean the total of Contributions credited to a Participant's
Account under Article V, as adjusted for distributions or other withdrawals,
investment gains and losses, and income and expenses in accordance with the
terms of this Plan and the standard bookkeeping rules established by the
Employer.

2.5        BOARD COMMITTEE.
           ---------------

"Board Committee" shall mean the Compensation Committee of the Employer's Board
of Directors.

2.6        BOARD OF DIRECTORS.
           ------------------

"Board of Directors" or "Board" shall mean the Board of Directors of the
Employer.

2.7        CHANGE OF CONTROL.
           -----------------

"Change of Control" shall mean the occurrence of (and shall be deemed to have
occurred in and on the date of) any of the following circumstances:

           A. any "person" or "group" within the meaning of Sections 13(d)(3)
           and 14(d)(2) of the Securities Exchange Act of 1934 ("Act"), other
           than a tax-qualified retirement plan maintained by the Employer,
           becomes the "beneficial owner" as defined in Rule 13d-3 under the Act
           of 20% or more of the then outstanding securities of the Holding
           Company; or

           B. there occurs any merger, share exchange, consolidation or
           reorganization to which the Holding Company is a party and pursuant
           to which the Holding Company is not the surviving entity, or there is
           a sale of all or substantially all of the assets of the Holding
           Company or SCBT;

           C. there occurs a change of control of the Holding Company of the
           nature that would be required to be reported in response to Item 6(e)
           of Schedule 14A of Regulation 14A of the Act.

2.8        CODE.
           ----

"Code" shall mean the Internal Revenue Code of 1986 and the Regulations thereto,
as amended from time to time.

2.9        COMMITTEE.
           ---------

"Committee" shall mean the person or persons described in Article VIII who are
charged with the day-to-day administration and operation of the Plan.

2.10       COMPENSATION.
           ------------

A.         "Compensation" shall mean the base or regular cash salary payable to
           an Employee by the Employer, including incentives or bonuses payable
           to an Employee by the Employer, commissions payable to an Employee by
           the Employer, and also including fee amounts payable to a member of
           the Board of Directors.

B.         Notwithstanding the above, Compensation shall include any amount
           which is contributed into the Plan by the Employer pursuant to a
           Deferral Election Form and shall be determined before giving effect
           to any compensation reduction amounts which are not includible in the
           Participant's gross income under Sections 125, 401(k), 402(h) or
           403(b) of the Internal Revenue Code of 1986, as amended.

2.11       CONTRIBUTION.
           ------------

"Contribution" shall mean Participant Contributions pursuant to Article IV,
which represent each Participant's credits to his Account. A Contribution shall
be net of any and all taxes which must be paid on it.

                                       4
<PAGE>

2.12       DEEMED EARNINGS.
           ---------------

"Deemed Earnings" shall mean the gains and losses (realized and unrealized), and
income and expenses credited or debited to a Participant's Account as of any
Valuation Date.

2.13       DEFERRAL CREDITING RATES.
           ------------------------

"Deferral Crediting Rates" shall mean the hypothetical crediting rate options
made available to Plan Participants by the Employer for the purposes of
determining the proper crediting of gains and losses, and income and expenses to
each Participant's Account. Subject to procedures and requirements established
by the Committee, a Participant may reallocate his Account among such deemed
crediting rate options on a semi-annual basis.

2.14       DEFERRAL ELECTION FORM.
           ----------------------

"Deferral Election Form" or "Annual Deferral Election Form" shall mean a written
election agreement made by a Participant. The Deferral Election Form shall be in
such form or forms as may be prescribed by the Committee, filed annually with
the Employer, according to procedures and at such times as established by the
Committee. Among other information the Committee may require of the Participant
for proper administration of the Plan, such agreement shall establish the
Participant's election to defer Compensation for a Plan Year under the Plan; the
amount of the deferral into the Plan for the Plan Year; the Participant's
elections as to distribution of his Account; the allocation of his Accounts
among the deemed Deferral Crediting Rate options provided under the Plan; and a
Designated Beneficiary. However, a Participant may reallocate his Account among
Deferral Crediting Rates on a semi-annual basis by giving notice, in such form
as the Committee may prescribe, at least ten (10) days prior to first day of
that semi-annual period.

2.15       DESIGNATED BENEFICIARY.
           ----------------------

"Designated Beneficiary" or "Beneficiary" shall mean the person, persons or
trust specifically named to be a direct or contingent recipient of all or a
portion of a Participant's benefits under the Plan in the event of the
Participant's death prior to the distribution of his full Account Balance. Such
designation of a recipient or recipients may be made and amended, at the
Participant's discretion, on the Deferral Election Form and according to
procedures established by the Committee. No Beneficiary designation or change of
Beneficiary shall become effective until received and acknowledged by the
Employer. In the event a Participant does not have a Beneficiary properly
designated, the Beneficiary under this Plan shall be the Participant's estate.

2.16       DIRECTOR.
           --------

"Director" shall mean an individual serving as a director of the Employer's
Board of Directors.

2.17       DISABILITY.
           ----------

"Disability" shall mean a total and permanent physical or mental condition that
renders a Participant incapable of performing his duties with the Employer,
which results from disease, bodily injury, or mental disorder. Such condition
shall be evidenced by the Participant's receipt of benefits under the Employer's
long-term disability welfare benefit plan or under any individual disability
policy (whether or not paid for by the Employer). If the Participant is not
covered by the Employer's long-term disability plan or by an individual
disability policy, then disability must be evidenced by the receipt of Social
Security disability benefits.

2.18       EFFECTIVE DATE.
           --------------

"Effective Date" shall mean the effective date of this Plan as defined in
Article I, Section 1.2.

2.19       ELIGIBLE PARTICIPANT.
           --------------------

"Eligible Participant" shall mean a person who (for any Plan Year or portion
thereof) is: (1) an Employee of the Employer or a Director serving on the Board
of Directors; (2) subject to US income tax laws; (3) a member of a select group
of management or a highly compensated Employees of the Employer or the Board of
Directors; and (4) selected by the Committee to participate in the Plan.

                                       5
<PAGE>

2.20       EMPLOYEE.
           --------

"Employee" shall mean a full-time common law employee of the Employer.

2.21       EMPLOYER.
           --------

"Employer" shall mean the Holding Company, SCBT and SCBT-Piedmont with respect
to their respective Employees; and any corporate successors and assigns of these
entities, unless otherwise provided herein. Notwithstanding the foregoing, with
respect to Sections 2.5, 2.6, 2.13, 2.16, 5.2, 5.3, 8.1, 8.2, 8.4, 8.8, 9.1, 9.2
and 9.3, the term "Employer" means the Holding Company.

2.22       ERISA.
           -----

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.

2.23       HARDSHIP.
           --------

"Hardship" shall mean a severe financial hardship of the Participant resulting
from an illness or accident of the Participant, loss of the Participant's
property due to casualty; or other extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, all as
determined in the sole discretion of the Committee.

2.24       HOLDING COMPANY.
           ---------------

"Holding Company" shall mean SCBT Financial Corporation, a South Carolina
corporation.

2.25       LEAVE OF ABSENCE.
           ----------------

"Leave of Absence" shall mean a period of time, not to exceed twelve (12)
consecutive calendar months during which time a Participant shall not be an
active Employee of the Employer, or a member of the Board of Directors, but
shall be treated for purposes of this Plan as in continuous service with the
Employer or the Board. A Leave of Absence may be either paid or unpaid, but must
be agreed to in writing by both the Employer and the Participant. A Leave Of
Absence that continues beyond twelve (12) consecutive months shall be treated as
a Termination of Service as of the first business day after the end of such
period for purposes of the Plan.

2.26       PARTICIPANT.
           -----------

"Participant" shall mean an Eligible Participant who participates in the Plan
under Article III, a former Eligible Participant who has participated in the
Plan and continues to be entitled to a benefit (in the form of an undistributed
Account Balance) under the Plan, and any Eligible Participant who has
participated in the Plan and is on a Leave of Absence.

2.27       PARTICIPANT CONTRIBUTION.
           ------------------------

"Participant Contribution" shall mean voluntary Participant deferral amounts,
which could have been received currently but for the election to defer, and
which are credited to his Account for later distribution, subject to the terms
of the Plan.

2.28       PLAN.
           ----

"Plan" shall mean the South Carolina Bank and Trust Deferred Income Plan as set
forth herein and as it may be amended or restated from time to time.

2.29       PLAN YEAR.
           ---------

"Plan Year" shall mean the twelve (12) consecutive month period constituting a
calendar year, beginning on January 1 and ending on December 31. However, in any
partial year of the Plan that does not begin on January 1, "Plan Year" shall
also mean the remaining partial year ending on December 31.

                                       6
<PAGE>

2.30       RETIREMENT.
           ----------

"Retirement" shall mean a Participant's actual separation from service from the
Employer after having attained age sixtyfive (65). A Participant's separation
from service from the Employer before attained age 65 shall be treated as a
Termination of Service. Board or Employee transfers within and among the
Employer, as defined in Article II, Section 2.21, are not deemed a Termination
of Service.

2.31       SCBT.
           ----

"SCBT" shall mean South Carolina Bank and Trust, N.A., a national banking
association.

2.32       SCBT-PIEDMONT.
           -------------

"SCBT-Piedmont" shall mean South Carolina Bank and Trust of the Piedmont, N.A.,
national banking association.

2.33       TERMINATION OF SERVICE.
           ----------------------

"Termination of Service" shall mean a Participant's separation of service as
either a Board member or an Employee with the Employer, other than for
Retirement, death, Disability, or Leave of Absence. Board or Employee transfers
within and among the Employer, as defined in Article II, Section 2.21, are not
deemed a Termination of Service.

2.34       VALUATION DATE.
           --------------

"Valuation Date" shall mean the close of each business day, as established from
time to time by guidelines and procedures of the Committee in its sole and
exclusive discretion.

                                   ARTICLE III

                          ELIGIBILITY & PARTICIPATION
                          ---------------------------

3.1        ELIGIBILITY REQUIREMENTS.
           ------------------------

Only Eligible Participants of an Employer that has adopted this Plan may become
a Participant in this Plan. Moreover, a Participant shall not be permitted to
make new Participant Contributions to the Plan if he ceases to be an Eligible
Participant because he is no longer a member of the Board of Directors, or a
select group of management or highly compensated employees, or otherwise ceases
to be an Eligible Participant. The Committee shall give notice of a
Participant's eligibility in such form as it may determine most appropriate.
Current Participants remain eligible until notified otherwise.

3.2        PARTICIPATION.
           -------------

An Eligible Participant shall become a Participant in the Plan by the completion
and timely filing with, and subsequent acceptance by, the Employer of the
Deferral Election Form, in such form and according to the terms and conditions
established by the Committee. A Participant (or any Designated Beneficiary who
becomes entitled) remains a Participant as to his Account until his Account
Balance is fully distributed under the terms of the Plan.

                                   ARTICLE IV

                           ELECTIONS & CONTRIBUTIONS
                           -------------------------

4.1        PARTICIPANT ELECTION TO DEFER COMPENSATION.
           ------------------------------------------

A.         Prior to January 1st of each Plan Year or an earlier date set by the
           Committee, a Participant shall be entitled to elect to defer
           Compensation under the Plan by the execution and timely filing, and
           Employer's acceptance of, a Deferral Election Form in such form and
           according to such procedures as the Committee may prescribe from time

                                       7
<PAGE>

           to time. The initial Deferral Election Form must be filed prior to
           January 1 of the first Plan Year if the first Plan Year is not a
           partial Plan Year. If the first Plan Year is a partial Plan Year, the
           Deferral Plan Form must be filed prior to a uniform date established
           by the Committee applicable to all, and shall only apply to
           Compensation which has yet to be earned in all cases. Each such
           Deferral Election Form shall be effective for the Plan Year to which
           the Deferral Election Form pertains.

B.         Under such Deferral Election Form, a Participant shall indicate the
           amount of such Contribution; designate and allocate such Contribution
           in or among the elective distribution Account option(s); and,
           allocate such Accounts among the various deemed Deferral Crediting
           Rate options. The Deferral Election Form shall also permit a
           Participant to annually elect to receive a distribution of his entire
           Account in the event of a Change of Control during the forthcoming
           Plan Year. The Deferral Election Form may also request other
           information, such as a Participant's Designated Beneficiary, as may
           be required or useful for the administration of the Plan.

C.         The most recent timely filed prior annual Deferral Election Form
           shall continue to govern a Participant's deferral of Compensation for
           the coming Plan Year, if a Participant fails to timely file an annual
           Deferral Election Form terminating or amending his prior deferral
           election.

4.2        NEW PARTICIPANTS AND PARTIAL YEARS.
           ----------------------------------

The initial Deferral Election Form of a new Participant shall be filed with the
Employer on a date established by the Committee. Such first Deferral Election
Form shall be applicable to a Participant's Compensation beginning with the
first payroll in the month after such Form is filed and accepted by the
Employer.

4.3        IRREVOCABLE ELECTIONS.
           ---------------------

An election in a Deferral Election Form to defer Compensation for Plan Year,
once made by a Participant, shall be irrevocable. However, a Participant may
reallocate his Account among Deferral Crediting Rates on a semi-annual basis by
giving notice, in such form as the Committee may prescribe, at least ten (10)
days prior to first day of that semi-annual period. The Committee, in its sole
and exclusive discretion, may reduce or eliminate Participant Contributions at
the written request of a Participant based upon a Hardship and as provided for
in Article VII.

4.4        PARTICIPANT ELECTIVE DEFERRAL CONTRIBUTIONS.
           -------------------------------------------

Each Participant may annually elect to have his Compensation for the Plan Year
reduced by a whole percentage that is not less than five percent (5%) ($5,000
minimum), and up to one hundred percent (100%), and timely filing, and the
acceptance by the Employer of, his Deferral Election Form detailing such
deferral. The amount of this Contribution shall be deferred into the Plan and
credited to the Participant's Account as provided in Article V.

                                    ARTICLE V

                          ACCOUNTS & ACCOUNT CREDITING
                          ----------------------------

5.1        ESTABLISHMENT OF A PARTICIPANT'S ACCOUNT.
           ----------------------------------------

A.         BOOKKEEPING ACCOUNT. The Committee shall cause a deemed bookkeeping
           Account and appropriate subaccounts, based upon the primary elective
           distribution option(s) to be established and maintained in the name
           of each Participant, according to his annual Deferral Election Form
           for the Plan Year. This Account shall reflect the amount of
           Participant Contributions and Deemed Earnings credited to each
           Participant under this Plan.

B.         BOOKKEEPING ACTIVITY. Participant Contributions shall be credited to
           a Participant's Account on the business day they would otherwise have
           been made available as cash to the Participant. Participant
           Contributions shall be credited net of any and all Federal, state and
           local income or payroll taxes applicable thereto. Deemed Earnings on
           such Contributions shall be credited or debited to each Participant's
           Account, as well as any distributions, any other withdrawals under
           this Plan, as of the Valuation Date. Accounts shall continue on each
           Valuation Date until the Participant's Account is fully distributed
           under the terms of the Plan.

                                       8
<PAGE>

5.2        DEEMED DEFERRAL CREDITING RATE OPTIONS.
           --------------------------------------

The Committee shall establish a portfolio of two or more deemed Deferral
Crediting Rate options, among which a Participant may allocate amounts credited
to his Account. The Employer reserves the right, in its sole and exclusive
discretion, to substitute, eliminate and otherwise change this portfolio of
deemed Deferral Crediting Rate Options. The Employer may also otherwise
establish rules and procedures through the Committee for the selection and
offering of these deemed Deferral Crediting Rate options.

5.3        ALLOCATION OF DEFERRAL AMONG DEFERRAL CREDITING RATES.
           -----------------------------------------------------

A.         Each Participant shall elect the manner in which his Account is
           divided among the Deferral Crediting Rate options by giving
           allocation instructions in a Deferral Election Form supplied by and
           filed with the Committee, or by such other procedure, including
           electronic communications, as the Committee may prescribe. A
           Participant's election shall specify the percentage of his Account
           (in any whole percentage) to be invested in any Deferral Crediting
           Rate option. Such election shall remain in effect until a new
           election is made. A Participant may subsequently change the
           allocation of future contributions to the Plan or reallocate his
           Account balance by submitting an election form, supplied by and filed
           with the Committee, or by such other procedure, including electronic
           communication, as the Committee may prescribe. A Participant may not
           change his allocation directions more than once in each semiannual
           period unless otherwise authorized by the Committee.

B.         CONTRIBUTIONS CREDITED TO A PARTICIPANT'S ACCOUNT SHALL BE DEEMED TO
           BE INVESTED IN ACCORDANCE WITH THE MOST RECENT EFFECTIVE DEEMED
           DEFERRAL CREDITING RATE INSTRUCTIONS. AS OF THE EFFECTIVE DATE OF ANY
           NEW DEEMED DEFERRAL CREDITING RATE INSTRUCTIONS, ALL OR A PORTION OF
           THE PARTICIPANT'S ACCOUNT BALANCE SHALL BE REALLOCATED AMONG THE
           DESIGNATED DEEMED DEFERRAL CREDITING RATE OPTIONS AND ACCORDING TO
           THE PERCENTAGES SPECIFIED IN THE NEW DEEMED DEFERRAL CREDITING RATE
           INSTRUCTIONS, UNTIL AND UNLESS SUBSEQUENT DEEMED DEFERRAL CREDITING
           RATE INSTRUCTIONS SHALL BE FILED AND BECOME EFFECTIVE. IF THE
           COMMITTEE RECEIVES A DEEMED DEFERRAL CREDITING RATE INSTRUCTION,
           WHICH IS UNCLEAR, INCOMPLETE OR IMPROPER, THE DEEMED DEFERRAL
           CREDITING RATE INSTRUCTION THEN IN EFFECT SHALL REMAIN IN EFFECT
           UNTIL THE INSTRUCTION IS CLARIFIED, COMPLETED OR OTHERWISE MADE
           ACCEPTABLE TO THE COMMITTEE. IF THE DEFICIENT DEEMED DEFERRAL
           CREDITING RATE INSTRUCTION IS THE INITIAL INSTRUCTION, THE
           PARTICIPANT WILL BE DEEMED TO HAVE FILED NO DEEMED DEFERRAL CREDITING
           RATE INSTRUCTION ON CONTRIBUTIONS AND SHALL RECEIVE NO DEEMED
           EARNINGS (BUT WILL BE SUBJECT TO ANY ADMINISTRATIVE EXPENSES) UNTIL
           AN ACCEPTABLE DEEMED DEFERRAL CREDITING RATE INSTRUCTION IS RECEIVED
           AND ACCEPTED BY THE COMMITTEE. THE COMMITTEE ALSO RETAINS THE RIGHT
           TO OVERRIDE ANY PARTICIPANT'S DEEMED DEFERRAL CREDITING RATE OPTION
           INSTRUCTION, AT ITS SOLE DISCRETION, IN ORDER TO PRESERVE FAVORABLE
           INCOME TAX TREATMENT FOR THE PARTICIPANTS.

5.4        VALUATION AND RISK OF DECREASE IN VALUE.
           ---------------------------------------

The Participant's Account will be valued on the Valuation Date at fair market
value. On such date, Deemed Earnings will be allocated to each Participant's
Account. Each Participant and Designated Beneficiary assumes the risk in
connection with any decrease in the fair market value of his Account.

5.5        LIMITED FUNCTION OF COMMITTEE.
           -----------------------------

By deferring compensation pursuant to the Plan, each Participant hereby agrees
that the Employer and Committee are in no way responsible for or guarantor of
the investment results of the Participant's Account. Furthermore, except as
provided in 5.3(B) above, the Committee shall have no power to direct the
investment of the Participant's Account other than promptly to carry out the
Participant's deemed investment instructions when properly completed and
transmitted to the Committee and accepted according to its rules and procedures.

                                   ARTICLE VI

                                    VESTING
                                    -------

6.1        VESTING OF PARTICIPANT CONTRIBUTIONS AND DEEMED EARNINGS.
           --------------------------------------------------------

Participants shall be fully vested at all times in Participant Contributions and
Deemed Earnings credited to their Accounts. Such vested Participant Accounts
shall be payable according to Article VII of this Agreement.

                                       9
<PAGE>

                                   ARTICLE VII

                                 DISTRIBUTIONS
                                 -------------

7.1        DISTRIBUTIONS.
           -------------

A Participant's Account shall be distributed only in accordance with the
provisions of this Article VII.

7.2        AUTOMATIC DISTRIBUTIONS.
           -----------------------

A.         PARTICIPANT'S DEATH. If the Participant dies while employed by the
           Employer or while serving in the capacity of a Director, his Account
           shall be valued as of his date of death and be distributed in a lump
           sum to his Designated Beneficiary as soon as administratively
           feasible following the Participant's death, and no later than 30 days
           following the Participant's date of death.

B.         PARTICIPANT'S DISABILITY. If a Participant becomes disabled while
           employed by the Employer or while serving in the capacity of a
           Director, his Account shall be valued as of his date of disability
           and be distributed in a lump sum to him as soon as administratively
           feasible, but no later than 30 days following the Participant's date
           of Disability.

C.         TERMINATION OF SERVICE. If a Participant separates from services as
           either a Director or an Employee with the Employer, whether
           voluntarily or involuntarily, for any reason other than Retirement,
           death, or Disability, his Account shall be valued as of his official
           date of separation and distributed in a lump sum to him as soon as
           administratively feasible, but no later than 30 days following the
           Participant's date of Termination of Service with the Employer. Board
           or Employee transfers within and among the Employer, as defined in
           Article II, Section 2.21, are not deemed a Termination of Service.

7.3        ELECTIVE DISTRIBUTIONS.
           ----------------------

A Participant shall become entitled to receive a distribution from his Account
at such time or times and by such method of payment as elected and specified in
the Participant's applicable annual Deferral Election Form, or as may be
mandated by the provisions of this Article VII based upon the following
distribution options:

A.         RETIREMENT DISTRIBUTION. In connection with his commencement of
           participation in the Plan, a Participant shall elect on his initial
           Deferral Election Form to receive his Retirement distribution in
           either a lump sum or installments. The Participant may change his
           election to an allowable alternative payout form or period by
           submitting a new election to the Committee (on such form as the
           Committee shall require), provided that any such new election must be
           submitted to and accepted by the Committee, in its sole discretion,
           at least 13 months prior to the Participant's Retirement. Upon a
           Participant's Retirement from the Employer, his Account shall be
           distributed according to the method of payment elected. If the
           Participant dies while receiving Retirement installment payments, his
           Designated Beneficiary shall continue to receive the remaining
           installments. If subsequently the Designated Beneficiary dies, any
           remaining installments will be paid to the Designated Beneficiary's
           estate.

B.         SHORT-TERM DISTRIBUTIONS. If a Participant shall so elect in his
           annual Deferral Election Form, a Participant can receive a
           distribution from his Account, as soon as three (3) years after the
           end of the deferral Plan Year, of all of his annual deferral amount,
           plus amounts credited/debited based on the performance of Participant
           elected Deferral Crediting Rate(s). The election is made on an annual
           basis, is irrevocable and payable in a lump sum.

C.         CHANGE OF CONTROL DISTRIBUTION. If a Participant shall so elect in
           his annual Deferral Election Form, a Participant's elective
           distribution election(s) shall be overridden and his entire Account
           shall be distributed to him in a lump sum, if a Change of Control
           should occur during the Plan Year.

7.4        METHOD OF PAYMENT.
           -----------------

A.         CASH DISTRIBUTIONS. All distributions from Accounts under the Plan
           shall be made in cash in United States currency.

                                       10
<PAGE>

B.         TIMING AND METHOD OF DISTRIBUTION.

           (1)  RETIREMENT DISTRIBUTION. A Participant may receive a Retirement
                distribution in a lump sum or in payments of up to 60 quarterly
                installments (15 years) with the first installment to begin
                within ten (10) days of the first business day on or after
                January 1 in the calendar year following the Participant's date
                of Retirement and to be paid thereafter within ten (10) days of
                the first business day on or after January 1, April 1, July 1,
                and October 1 of each calendar year until the Account has been
                fully distributed.

           (2)  SHORT-TERM DISTRIBUTIONS. At the election of a Participant in
                the applicable Deferral Election Form, a Short-Term Distribution
                may be selected for payment as soon as three (3) years after the
                end of the deferral Plan Year. Distribution will be in the form
                of a lump-sum, occurring no later than thirty (30) days
                following the distribution date elected on the Deferral Election
                Form. A Participant's Account shall be valued as of such
                distribution date elected on the Deferral Election Form.

           (3)  CHANGE OF CONTROL DISTRIBUTION. If properly elected by a
                Participant as provided above, a distribution of all of a
                Participant's Account shall be made to him in a lump sum within
                thirty (30) days of the effective date of a Change of Control,
                overriding any prior Participant election(s) for distribution. A
                Participant's Account shall be valued as of such effective date
                of the Change of Control.

C.         INSTALLMENT PAYMENTS. In any distribution in which a Participant has
           elected or will receive distribution in periodic installments, the
           amount of each periodic installment shall be determined by applying a
           formula to the Account in which the numerator is the number one and
           the denominator is the number of remaining installments to be paid.
           For example, if a Participant elects 40 quarterly installments of a
           Retirement distribution, the first payment will be 1/40 of the
           Account, the second will be 1/39, the third will be 1/38, the fourth
           will be 1/37 and so on until the Account is entirely distributed.

D.         FAILURE TO DESIGNATE A METHOD OF PAYMENT. In any situation in which
           the Committee is unable to determine the method of payment because of
           incomplete, unclear, or uncertain instructions in a Participant's
           Deferral Election Form, the Participant will be deemed to have
           elected a lump sum distribution.

7.5        IN-SERVICE DISTRIBUTIONS.
           ------------------------

A.         HARDSHIP DISTRIBUTIONS. A Participant may request that all or a
           portion of his Account be distributed at any time prior to
           Termination of Service by submitting a written request to the
           Committee, provided that the Participant has incurred a Hardship, and
           the distribution is necessary to alleviate such Hardship. In order to
           approve a Hardship distribution, the Committee must determine that
           (1) the distribution is not in excess of the amount needed to satisfy
           the Participant's Hardship; and (2) the Hardship may not be relieved
           through reimbursement by insurance or otherwise, by liquidation of
           the Participant's assets (to the extent that such liquidation would
           not itself cause severe financial hardship) or by a cessation of
           Participant Contributions under the Plan. Upon a satisfactory showing
           of a Hardship, the Committee, in its sole discretion, may direct
           distributions from the Participant's Account of a lump sum amount
           equal to the amount needed to alleviate the Hardship (plus any
           amounts necessary to pay any federal, state, or local income taxes or
           penalties reasonably anticipated to result from the distribution).
           Such distribution shall be made as soon as administratively
           practicable. The Balance not distributed from the Participant's
           Account shall remain in the Plan.

B.         LOANS NOT PERMITTED. A PARTICIPANT MAY NOT REQUEST NOR RECEIVE A LOAN
           OF HIS ACCOUNT FROM THE EMPLOYER.

7.6        DISTRIBUTIONS OF SMALL ACCOUNTS.
           -------------------------------

If the value of the Participant's Account Balance (combining all Contributions
and all Deemed Earnings) is not greater than $5,000 on the date of his
Retirement, the Committee, in its sole and exclusive discretion, may make a
distribution in a lump sum of the value of the entire Account Balance.

                                       11
<PAGE>

7.7        DISTRIBUTION PAYMENTS.
           ---------------------

The Employer shall make all distribution payments to a Participant or Designated
Beneficiary directly, unless the Committee, on behalf of the Employer, may
determine to create a Trust for administrative convenience. In such case, the
Committee may direct the Trustee to make such distribution payments to a
Participant or Designated Beneficiary. The payment of any benefits from any
Trust by a Trustee shall not be a representation to a Participant of any actual
or implied beneficial property or ownership interest in any assets in such
Trust. A Participant or Designated Beneficiary, or any other person claiming or
receiving such distribution payment remains a general unsecured creditor of the
Employer as to such payments.

                                  ARTICLE VIII

                       ADMINISTRATION & CLAIMS PROCEDURE
                       ---------------------------------

8.1        DUTIES OF THE EMPLOYER.
           ----------------------

The Employer shall have overall responsibility for the establishment, amendment,
termination, administration, and operation of the Plan. The Employer shall
discharge this responsibility by the appointment and removal (with or without
cause) of the members of the Committee, to which is delegated overall
responsibility for administering, managing and operating the Plan.

8.2        THE COMMITTEE.
           -------------

The Committee shall consist of one (1) to five (5) members who shall be
appointed by, and may be removed by, the Employer, and one of whom (who must be
an officer of the Employer) shall be designated by the Employer as Chairman of
the Committee. In the absence of such appointment, the Board Committee shall
serve as the Committee. The Committee shall consist of officers or other
Employees of the Employer, or any other persons who shall serve at the request
of the Employer. Any member of the Committee may resign by delivering a written
resignation to the Employer and to the Committee, and this resignation shall
become effective upon the date specified therein. The members of the Committee
shall serve at the will of the Employer, and the Employer may from time to time
remove any Committee member with or without cause and appoint their successors.
In the event of a vacancy in membership, the remaining members shall constitute
the Committee with full order to act.

8.3        COMMITTEE'S POWERS AND DUTIES TO ENFORCE PLAN.
           ---------------------------------------------

The Committee shall be the "Administrator" and "Named Fiduciary" as required by
ERISA for top-hat plans, and shall have the complete control and authority to
enforce the Plan on behalf of any and all persons having or claiming any
interest in the Plan in accordance with its terms. The Committee, in its sole
and absolute discretion, shall interpret the Plan and shall determine all
questions arising in the administration and application of the Plan. Any such
interpretation by the Committee shall be final, conclusive and binding on all
persons.

8.4        ORGANIZATION OF THE COMMITTEE.
           -----------------------------

The Committee shall act by a majority of its members at the time in office.
Committee action may be taken either by a vote at a meeting or by written
consent without a meeting. The Committee may authorize any one or more of its
members to execute any document or documents on behalf of the Committee. The
Committee shall notify the Employer, in writing, of such authorization and the
name or names of its member or members so designated in such cases. The Employer
thereafter shall accept and rely on any documents executed by said member of the
Committee or members as representing action by the Committee until the Committee
shall file with the Employer a written revocation of such designation. The
Committee may adopt such by-laws and regulations, as it deems desirable for the
proper conduct of the Plan and change or amend these by-laws and regulations
from time to time. With the permission of the Employer, the Committee may employ
and appropriately compensate accountants, legal counsel, benefit specialists,
actuaries, plan

                                       12
<PAGE>

administrators and record keepers and any other persons as it deems necessary or
desirable in connection with the administration and maintenance of the Plan.
Such professionals and advisors shall not be considered members of the Committee
for any purpose.

8.5        INDEMNIFICATION.
           ---------------

To the fullest extent permitted by the law, the Employer shall indemnify the
Committee, each of its members, and the Employer's officers and Directors (and
any Employee involved in carrying out the functions of the Employer under the
Plan) for all expenses, costs, or liabilities arising out of the performance of
duties required by the terms of the Plan agreement, except for those expenses,
costs, or liabilities arising out of a member's fraud or willful misconduct.

8.6        COMMITTEE RELIANCE ON RECORDS AND REPORTS.
           -----------------------------------------

The Committee shall be entitled to rely upon certificates, reports, and opinions
provided by an accountant, tax or pension advisor, actuary or legal counsel
employed by Employer or Committee. The Committee shall keep a record of all its
proceedings and acts, and shall keep all such books of account, records, and
other data as may be necessary for the proper administration of the Plan. The
regularly kept records of the Committee and the Employer shall be conclusive
evidence of the service of a Participant, Compensation, age, marital status,
status as an Employee, and all other matters contained therein and relevant to
this Plan. The Committee, in any of its dealings with Participants hereunder,
may conclusively rely on any Deferral Election Form, written statement,
representation, or documents made or provided by such Participants.

8.7        COSTS OF THE PLAN.
           -----------------

All the costs and expenses for maintaining the administration and operation of
the Plan shall be borne by the Employer unless the Employer shall give notice
(that Plan Participants bear this expense, in whole or in part) to: (a) Eligible
Participants at the time they become a Participant by completion and filing of a
Deferral Election Form; or (b) to existing Participants during annual
re-enrollment. Such notice shall detail the administrative expense to be
assessed a Plan Participant, how that expense will be assessed and allocated to
the Participant Accounts, and any other important information concerning the
imposition of this administrative expense. This administration charge, if any,
shall operate as a reduction to the bookkeeping Account of a Participant or his
designated Beneficiary, and in the absence of specification otherwise shall
reduce the Account, and be charged annually during the month of January.

8.8        CLAIMS PROCEDURE.
           ----------------

A.         A Participant or Beneficiary ("claimant") with an interest in the
           Plan shall have the right to file a claim for benefits under the Plan
           and to appeal any denial of a claim for benefits. Any request for a
           Plan benefit or to clarify the claimant's rights to future benefits
           under the terms of the Plan shall be considered to be a claim. An
           authorized representative of the claimant may act on behalf of the
           claimant in pursuing a benefit claim or appeal of an adverse benefit
           determination. The individual or individuals responsible for deciding
           the benefit claim or appeal, as applicable, may require the
           representative to provide reasonable written proof that the
           representative has in fact been authorized to act on behalf of the
           claimant. The Plan requires no fee or other cost for the making of a
           claim or appealing an adverse benefit determination.

B.         A claim for benefits will be considered as having been made when
           submitted in writing by the claimant to the plan administrator. A
           claim must be submitted in writing on such form or forms as required
           by the plan administrator; provided, that the plan administrator, in
           its discretion, may accept a written claim submitted otherwise than
           on the Plan's form or forms. The claim may be delivered personally
           during normal business hours or mailed to the plan administrator.

C.         The plan administrator, acting through such agent or agents as it may
           appoint, will determine whether, or to what extent, the claim may be
           allowed or denied under the terms of the Plan. In the case of a claim
           for disability benefits, such agent or agents must be someone other
           than a Claims Appeal Committee member and may not be any person to
           whom any member of the Claims Appeal Committee is subordinate. If the
           claim is wholly or partially denied, the plan administrator shall
           notify the claimant of the Plan's adverse benefit determination
           within a reasonable period of time, but not later than 90 days (not
           later than 45 days in the case of a claim for disability benefits)
           after the Plan receives the claim, unless the plan administrator
           determines that special circumstances require an extension of time
           for processing the claim.

                                       13
<PAGE>

                       Extensions for claims other than a claim for disability
           benefits. If such an extension of time for processing is required,
           written notice of the extension shall be furnished to the claimant
           prior to the termination of the initial 90-day period. Such extension
           may not exceed an additional 90 days from the end of the initial
           90-day period. The extension notice shall indicate the special
           circumstances requiring an extension of time and the date by which
           the Plan expects to render the final decision.

                       Extensions for claims for disability benefits. The 45-day
           period may be extended by the Plan for up to 30 days, provided that
           the plan administrator both determines that such an extension is
           necessary due to matters beyond the control of the Plan and notifies
           the claimant, prior to the expiration of the initial 45-day period,
           of the circumstances requiring the extension of time and the date by
           which the Plan expects to render a final decision. If, prior to the
           end of the first 30-day extension period, the plan administrator
           determines that, due to matters beyond the control of the Plan, a
           decision cannot be reached within the extension period, the period
           for making the determination may be extended for up to an additional
           30 days, provided that the plan administrator notifies the claimant
           prior to the expiration of the first 30-day extension period, of the
           circumstances requiring an extension and the date as of which the
           Plan expects to render a decision. The notice of any extension shall
           specifically explain the standards on which entitlement to a benefit
           is based, the unresolved issues that present a decision on the claim,
           and the additional information needed to resolve those issues. The
           claimant shall be afforded at least 45 days within which to provide
           the specified information.

                       Calculating time periods. For the purposes of this
           paragraph (c), the period of time within which a benefit
           determination is required to be made shall begin at the time a claim
           is filed in accordance with the Plan's filing requirements, without
           regard to whether all the information necessary to make a benefit
           determination accompanies the filing. In the event that a period of
           time is extended as provided above for the determination of a claim
           for disability benefits due to a claimant's failure to submit
           information necessary to decide a claim, the period for making the
           benefit determination shall be tolled from the date on which the
           notification of the extension is sent to the claimant until the date
           on which the claimant responds to the request for additional
           information.

D.         The plan administrator shall provide a claimant with written or
           electronic notification of any adverse benefit determination. Any
           electronic notification shall comply with the standards imposed by
           United States Department of Labor Regulation Section
           2520.104b-1(c)(i), (iii) and (iv). The notification shall set forth,
           in a manner calculated to be understood by the claimant:

                        (1) The specific reason(s) for the adverse
           determination;

                        (2) Reference to the specific Plan provisions on which
           the determination is based;

                       (3) A description of any additional material or
           information necessary for the claimant to perfect the claim and an
           explanation of why such material or information is necessary;

                       (4) A description of the Plan's appeal (review)
           procedures and the time limits applicable to such procedures,
           including a statement of the claimant's right to bring a civil action
           under section 502(a) of ERISA following an adverse benefit
           determination on appeal (if applicable); and

                       (5) In the case of an adverse benefit determination
           regarding a claim for disability benefits, if an internal rule,
           guideline, protocol, or other similar criterion was relied upon in
           making the adverse determination, the specific rule, guideline,
           protocol or other criterion, or, if the adverse determination is
           based on a medical necessity or experimental treatment or similar
           exclusion, an explanation of the scientific or clinical judgment for
           the determination, applying the terms of the Plan to the claimant's
           medical circumstances, or, if in connection with the adverse
           determination the plan administrator obtained advice from medical or
           vocational experts (regardless of whether such advice was relied upon
           in making the determination), the identity of any such medical or
           vocational experts.

E.         The claimant may appeal an adverse benefit determination to the
           Claims Appeal Committee. If a member of the Claims Appeal Committee
           made (or was a member of a group that made) the determination that is
           the subject of the appeal, such individual shall recluse himself from
           the consideration of any such appeal. The Claims Appeal Committee
           shall conduct a full and fair review of each appealed claim and its
           denial. The claimant shall have at least 60 days (at least 180 days
           if the appeal involves a claim for disability benefits) following
           receipt of a notification of an adverse benefit determination within
           which to appeal the determination.

                                       14
<PAGE>

F.         The appeal of an adverse benefit determination must be made in
           writing and filed with the plan administrator. In connection with
           making such request, the claimant may submit written comments,
           documents, records, and other information relating to the claim for
           benefits. The claimant shall be provided, free of charge upon written
           request, reasonable access to, and copies of, all documents, records
           and other information relevant (as defined in paragraph (k) below) to
           the claimant's claim for benefits. In considering the appeal the
           Claims Appeal Committee shall take into account all comments,
           documents, records, and other information submitted by the claimant
           relating to the claim, without regard to whether such information was
           submitted or considered in connection with the initial benefit
           determination. If the appeal involves a claim for disability
           benefits, then (i) the Claims Appeal Committee shall not afford
           deference to the plan administrator's initial adverse benefit
           determination and (ii) in deciding an appeal of any adverse benefit
           determination that is based in whole or in part on a medical
           judgment, including determinations with regard to whether a
           particular treatment, drug, or other item is experimental,
           investigational, or not medically necessary or appropriate, the
           Claims Appeal Committee shall consult with a health care professional
           who has appropriate training and experience in the field of medicine
           involved in the medical judgment; provided, that such health care
           professional must be an individual who is neither the an individual
           who was consulted in connection with the adverse benefit
           determination that is the subject of the appeal, nor the subordinate
           of any such individual.

                       General procedure. The plan administrator shall notify a
           claimant of the Plan's benefit determination upon appeal within a
           reasonable period of time, but not later than 60 days (not later than
           45 days in the case of a claim for disability benefits) after receipt
           of the claimant's appeal. However, the plan administrator may
           determine that special circumstances (such as the need to hold a
           hearing) require an extension of time for processing the claim. If
           the plan administrator determines that an extension of time, not to
           exceed 60 days (not to exceed 45 days in the case of a claim for
           disability benefits), for processing is required, written notice of
           the extension shall be furnished to the claimant prior to the
           termination of the initial 60-day (or 45-day) period. The extension
           notice shall indicate the special circumstances requiring an
           extension of time and the date by which the Plan expects to render
           the determination on appeal.

                       Special procedure if Claims Appeal Committee holds
           regularly scheduled meetings. However, if the Claims Appeal Committee
           holds regularly scheduled meetings at least quarterly, a decision on
           the benefit determination on appeal shall be made by no later than
           the date of the meeting that immediately follows the Plan's receipt
           of a request for review, unless the request is filed within 30 days
           preceding the date of such meeting. In such case, a benefit
           determination may be made by no later than the date of the second
           meeting following the Plan's receipt of the appeal. If special
           circumstances (such as the need to hold a hearing) require a further
           extension of time for processing, the benefit determination shall be
           rendered not later than the third meeting following the Plan's
           receipt of the appeal. If such an extension of time is required
           because of special circumstances, the plan administrator shall
           provide the claimant with written notice of the extension, describing
           the special circumstances and the date as of which the benefit
           determination will be made, prior to the commencement of the
           extension. The plan administrator shall notify the claimant of the
           benefit determination as soon as possible, but not later that five
           days after the benefit determination is made.

                       Calculating time periods. For the purposes of this
           paragraph (f), the period of time within which a benefit
           determination on appeal is required to be made shall begin at the
           time an appeal is filed in accordance with the Plan's appeal filing
           requirements, without regard to whether all the information necessary
           to make a benefit determination on appeal accompanies the filing. In
           the event that a period of time is extended as provided above for the
           determination of a claim on appeal due to a claimant's failure to
           submit information necessary to decide an appeal of an adverse
           benefit determination, the period for making the benefit
           determination on appeal shall be tolled from the date on which the
           notification of the extension is sent to the claimant until the date
           on which the claimant responds to the request for additional
           information.

                       Furnishing documents. In the case of an adverse
           determination on appeal, the plan administrator shall provide such
           access to, and copies of, documents, records, and other information
           described in subparagraphs (g)(iii), (iv) and (v) below as is
           appropriate.

G.         The plan administrator shall provide a claimant with written or
           electronic notification of the Plan's benefit determination on
           appeal. Any electronic notification shall comply with the standards
           imposed by United States Department of Labor Regulation Section
           2520.104b-1(c)(i), (iii) and (iv). In the case of an adverse benefit
           determination on appeal, the notification shall set forth, in a
           manner calculated to be understood by the claimant:

                                       15
<PAGE>

                       (1) The specific reason(s) for the adverse
           determination;

                       (2) Reference to the specific Plan provisions on which
           the benefit determination is based;

                       (3) A statement that the claimant is entitled to receive,
           upon request and free of charge, reasonable access to, and copies of,
           all documents, records, and other information relevant (as defined in
           paragraph (k) below) to the claimant's claim for benefits;

                       (4) A statement of the claimant's right to bring a civil
           action under section 502(a) of ERISA if applicable;

                       (5) In the case of an adverse benefit determination
           regarding a claim for disability benefits, if an internal rule,
           guideline, protocol, or other similar criterion was relied upon in
           making the adverse determination, the specific rule, guideline,
           protocol or other criterion, or, if the adverse determination is
           based on a medical necessity or experimental treatment or similar
           exclusion, an explanation of the scientific or clinical judgment for
           the determination, applying the terms of the Plan to the claimant's
           medical circumstances, or, if in connection with the adverse
           determination on appeal the Claims Appeal Committee obtained advice
           from medical or vocational experts (regardless of whether such advice
           was relied upon in making the determination), the identity of any
           such medical or vocational experts; and

                       (6) In the case of an adverse benefit determination
           regarding a claim for disability benefits, the following statement:
           "You and your Plan may have other voluntary alternative dispute
           resolution options, such as mediation. One way to find out what may
           be available is to contact your local U.S. Department of Labor Office
           and your State insurance regulatory agency."

H.         A claimant must exhaust his rights to file a claim and to appeal an
           adverse benefit determination before bringing any civil action to
           recover benefits due to him under the terms of the Plan, to enforce
           his rights under the terms of the Plan, or to clarify his rights to
           future benefits under the terms of the Plan.

I.         The plan administrator and the Claims Appeal Committee shall exercise
           their responsibilities and authority under this claims procedure as
           fiduciaries and, in such capacity, shall have the discretionary
           authority and responsibility (1) to interpret and construe the Plan
           and any rules or regulations under the Plan, (2) to determine the
           eligibility of employees to participate in the Plan, and the rights
           of participants, former participants, beneficiaries and any other
           claimants to receive benefits under the Plan, and (3) to make factual
           determinations in connection with any of the foregoing. The plan
           administrator and the Claims Appeal Committee may, in their
           discretion, determine to hold a hearing or hearings in carrying out
           their responsibilities and authority under this claims procedure.

J.         Benefit claim determinations and decisions on appeals shall be made
           in accordance with governing Plan documents. The Plan's provisions
           shall be applied consistently with respect to similarly situated
           claimants. The plan administrator and Claims Appeal Committee shall
           maintain complete records of their proceedings in deciding claims and
           appeals. The plan administrator and Claims Appeal Committee shall
           maintain their records in a manner that permits them to refer, and
           they shall so refer, to prior decisions to ensure that the Plan's
           provisions are applied consistently with respect to similarly
           situated claimants.

K.         Definitions. For the purposes of this Section 8.8, the following
           definitions apply:

                       "Claims Appeal Committee" means a committee appointed by
           the plan administrator, which shall consist of at least three members
           and shall have only such duties as are expressly provided under the
           terms of the Plan. The plan administrator shall carry out all other
           administrative responsibilities. Members of the Claims Appeal
           Committee who are employees may participate in the benefits under the
           Plan (provided they meet all applicable requirements). No member of
           the Claims Appeal Committee shall receive any compensation for his
           services as such.

                       "Adverse benefit determination" means any of the
           following: a denial, reduction, or termination of, or a failure to
           provide or make payment (in whole or in part) for, a benefit,
           including any such denial, reduction, termination, or failure to
           provide or make payment that is based on a determination of a
           Participant's or Beneficiary's eligibility to participate in the
           Plan.

                                       16
<PAGE>

                       A document, record, or other information shall be
           considered "relevant" to a claimant's claim if such document, record,
           or other information (1) was relied upon in making the benefit
           determination, (2) was submitted, considered, or generated in the
           course of making the benefit determination, without regard to whether
           such document, record, or other information was relied upon in making
           the benefit determination, (3) demonstrates compliance with the
           administrative processes and safeguards required pursuant to
           paragraph (j) above in making the benefit determination, or (4) in
           the case of a claim for disability benefits, constitutes a statement
           of policy or guidance with respect to the Plan concerning the denied
           treatment option or benefit for the claimant's diagnosis, without
           regard to whether such advice or statement was relied upon in making
           the benefit determination.

                       A "claim for disability benefits" means a disability
           claim for the purposes of the requirements of United States
           Department of Labor Regulation Section 2560.503-1.

8.9        LITIGATION.
           ----------

It shall only be necessary to join the Employer as a party in any action or
judicial proceeding affecting the Plan. No Participant or Designated Beneficiary
or any other person claiming under the Plan shall be entitled to service of
process or notice of such action or proceeding, except as may be expressly
required by law. Any final judgment in such action or proceeding shall be
binding on all Participants, Designated Beneficiaries or persons claiming under
the Plan.

                                   ARTICLE IX

                     AMENDMENT, TERMINATION & REORGANIZATION
                     ---------------------------------------

9.1        AMENDMENT.
           ---------

The Employer, by action of its Board of Directors or the Board Committee,
reserves the right to amend the Plan to the extent permitted under the Code and
ERISA. However, no amendment to the Plan shall be effective to the extent that
it (i) has the effect of decreasing a Participant's (or Designated
Beneficiary's) Account Balance prior to the date of the amendment, or (ii)
eliminates either a distribution payment option or a time at which payment may
be made under the Plan.

9.2        AMENDMENT REQUIRED BY LAW.
           -------------------------

Notwithstanding Section 9.1, the Plan may be amended at any time if such
amendment is necessary to ensure the Plan is treated as a nonqualified plan of
deferred compensation under the Code and ERISA, or to bring it into conformance
with SEC requirements for such plans. This includes the right to amend this
Plan, so that any Trust, if applicable, created in conjunction with this Plan,
will be treated as a grantor Trust under Sections 671 through 679 of the Code,
and to otherwise conform the Plan provisions and such Trust, if applicable, to
the requirements of any applicable law.

9.3        TERMINATION.
           -----------

The Employer intends to continue the Plan indefinitely. However, the Employer by
action of its Board of Directors or the Board Committee reserves the right to
terminate the Plan at any time. However, no such termination shall reduce a
Participant's or Designated Beneficiary's Account Balance as of the date of
termination. Upon the termination of the Plan, a Participant's or Designated
Beneficiary's Account Balance will be paid in either a lump sum or installments,
as determined by the Employer in its sole discretion and notwithstanding any
elections made by a Participant. The termination of the Plan shall not adversely
affect any Participant or Designated Beneficiary receiving benefits as of the
date of termination; provided however, that the Employer will have the right to
accelerate installment payments by paying the Account Balance in a lump sum or
by shortening the installment payment period.

9.4        CONSOLIDATION/MERGER.
           --------------------

The Employer shall not enter into any consolidation or merger without the
guarantee and assurance of the successor or surviving company or companies to
the obligations contained under the Plan. Should such consolidation or merger
occur, the term "Employer" as defined and used in this Agreement shall refer to
the successor or surviving company. Should the consolidation or merger during a
Plan Year constitute a Change of Control as defined in this Agreement and a
Participant has elected a distribution under Section VII of this Agreement, a
Participant or Designated Beneficiary shall receive distribution of the entire
Balance in their Account in a lump sum within 30 days of the Change of Control.

                                       17
<PAGE>

                                    ARTICLE X

                               GENERAL PROVISIONS
                               ------------------

10.1       APPLICABLE LAW.
           --------------

Except insofar as the law has been superseded by Federal law, South Carolina law
shall govern the construction, validity and administration of this Plan as
created by this Agreement. The parties to this Agreement intend that this Plan
shall be a nonqualified unfunded plan of deferred compensation without plan
assets and any ambiguities in its construction shall be resolved in favor of an
interpretation which will affect this intention.

10.2       BENEFITS NOT TRANSFERABLE OR ASSIGNABLE.
           ---------------------------------------

A.         Benefits under the Plan shall not be subject to anticipation,
           alienation, sale, transfer, assignment, pledge, encumbrance or charge
           and any attempt to anticipate, alienate, sell, transfer, assign,
           pledge, encumber or charge such benefits shall be void, nor shall any
           such benefits be in any way liable for or subject to the debts,
           contracts, liabilities, engagements or torts of any person entitled
           to them. However, a Participant may name a recipient for any benefits
           payable or which would become payable to a Participant upon his
           death. In addition, the following actions shall not be treated or
           construed as an assignment or alienation: (a) Plan Contribution or
           distribution tax withholding; (b) recovery of distribution
           overpayments to a Participant or Designated Beneficiary; (c) direct
           deposit of a distribution to a Participant's or Designated
           Beneficiary's banking institution account; or (d) transfer of
           Participant rights from one Plan to another Plan, if applicable.

B.         The Employer may bring an action for a declaratory judgment if a
           Participant's, Designated Beneficiary's or any Beneficiary's benefits
           hereunder are attached by an order from any court. The Employer may
           seek such declaratory judgment in any court of competent jurisdiction
           to:

           (1) determine the proper recipient or recipients of the benefits to
           be paid under the Plan;

           (2) protect the operation and consequences of the Plan for the
           Employer and all Participants; and

           (3) request any other equitable relief the Employer in its sole and
           exclusive judgment may feel appropriate.

           Benefits which may become payable during the pendency of such an
           action shall, at the sole discretion of the Employer, either be:

           (1) paid into the court as they become payable or

           (2) held in the Participant's or Designated Beneficiary's Account
           subject to the court's final distribution order.

10.3       NOT AN EMPLOYMENT CONTRACT.
           --------------------------

The Plan is not and shall not be deemed to constitute a contract between the
Employer and any Employee, or to be a consideration for, or an inducement to, or
a condition of, the employment of any Employee. Nothing contained in the Plan
shall give or be deemed to give an Employee the right to remain in the
employment of the Employer or to interfere with the right to be retained in the
employ of the Employer, any legal or equitable right against the Employer, or to
interfere with the right of the Employer to discharge any Employee at any time.
It is expressly understood by the parties hereto that this Agreement relates to
the payment of deferred compensation for the Employee's services, generally
payable after separation from employment with the Employer, and is not intended
to be an employment contract.

10.4       NOTICES.
           -------

A.         Any notices required or permitted hereunder shall be in writing and
           shall be deemed to be sufficiently given at the time when delivered
           personally or when mailed by certified or registered first class
           mail, postage prepaid, addressed to either party hereto as follows:

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<PAGE>

            If to the Employer:

                     P.O. Box 1030
                     Columbia, South Carolina 29202

            If to the Employee:

                     At his last known address, as indicated by the records
                     of the Employer.

            or to such changed address as such parties may have fixed by notice.
However, any notice of change of address shall be effective only upon receipt.

B.         Any communication, benefit payment, statement of notice addressed to
           a Participant or Designated Beneficiary at the last post office
           address as shown on the Employer's records shall be binding on the
           Participant or Designated Beneficiary for all purposes of the Plan.
           The Employer shall not be obligated to search for any Participant or
           Designated Beneficiary beyond sending a registered letter to such
           last known address.

10.5       SEVERABILITY.
           ------------

The Plan as contained in the provisions of this Agreement constitutes the entire
Agreement between the parties. If any provision or provisions of the Plan shall
for any reason be invalid or unenforceable, the remaining provisions of the Plan
shall be carried into effect, unless the effect thereof would be to materially
alter or defeat the purposes of the Plan.

10.6       PARTICIPANT IS GENERAL CREDITOR WITH NO RIGHTS TO ASSETS.
           --------------------------------------------------------

A.         The payments to the Participant or his Designated Beneficiary or any
           other beneficiary hereunder shall be made from assets which shall
           continue, for all purposes, to be a part of the general, unrestricted
           assets of the Employer; and no person shall have any interest in any
           such assets by virtue of the provisions of this Agreement. The
           Employer's obligation hereunder shall be an unfunded and unsecured
           promise to pay money in the future. To the extent that any person
           acquires a right to receive payments from the Employer under the
           provisions hereof, such right shall be no greater than the right of
           any unsecured general creditor of the Employer; and no such person
           shall have any legal or equitable right or claim in or to any
           property or assets of the Employer. The Employer shall not be
           obligated under any circumstances to fund obligations under this
           Agreement.

B.         The Employer at its sole discretion and exclusive option may acquire
           or set-aside assets or funds, such as the use of a Trust, to support
           its financial obligations under this Plan. No such acquisition or
           set-aside shall impair the Employer's direct obligation to a
           Participant or Designated Beneficiary under this Plan. However, no
           Participant or Designated Beneficiary shall be entitled to receive
           duplicate payments of any Accounts provided under the Plan because of
           the existence of such assets or funds.

In the event that, in its discretion, the Employer purchases an asset(s) or
insurance policy or policies insuring the life of the Participant to allow the
Employer to recover the cost of providing benefits, in whole or in part
hereunder, neither the Participant, Designated Beneficiary nor any other
beneficiary shall have any rights whatsoever therein in such assets or in the
proceeds therefrom. The Employer shall be the sole owner and beneficiary of any
such assets or insurance policy and shall possess and may exercise all incidents
of ownership therein. No such asset or policy, policies or other property shall
be held in any Trust for the Participant or any other person nor as collateral
security for any obligation of the Employer hereunder. Nor shall a Participant's
participation in the acquisition of such assets or policy or policies be a
representation to the Participant, Designated Beneficiary or any other
beneficiary of any beneficial interest or ownership in such assets, policy or
policies. A Participant may be required to submit to medical examinations,
supply such information and to execute such documents as may be required by an
insurance carrier or carriers (to whom the Employer may apply from time to time)
as a precondition to participate in the Plan.

10.7       LIMITATIONS ON LIABILITY OF THE EMPLOYER.
           ----------------------------------------

Neither the establishment of the Plan nor any modification hereof nor the
creation of any Account under the Plan nor the payment of any benefits under the
Plan be construed as giving to any Participant or any other person any legal or
equitable right against the Employer or any Director, officer or Employee
thereof except as provided by law or by any Plan provision.

                                       19
<PAGE>

10.8       AGREEMENT BETWEEN EMPLOYER AND PARTICIPANT ONLY.
           -----------------------------------------------

This Agreement is solely between the Employer and Participant. The Participant,
Designated Beneficiary, estate or any other person claiming through the
Participant, shall only have recourse against the Employer for enforcement of
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the Employer and its successors and assigns, and the Participant and his
successors, heirs, executors, administrators and beneficiaries.

10.9       INDEPENDENCE OF BENEFITS.
           ------------------------

The benefits payable under this Agreement are for services already rendered and
shall be independent of, and in addition to, any other benefits or compensation,
whether by salary, bonus, fees or otherwise, payable to the Participant under
any compensation or benefit arrangements or plans, incentive cash compensations
and stock plans and other retirement or welfare benefit plans, that now exist or
may hereafter exist from time to time.

10.10      UNCLAIMED PROPERTY.
           ------------------

Except as may be required by law, the Committee may take any of the following
actions if it gives notice to a Participant or Designated Beneficiary of an
entitlement to benefits under the Plan, and the Participant or Designated
Beneficiary fails to claim such benefit or fails to provide their location to
the Committee within three (3) calendar years of such notice:

           (1)         Direct distribution of such benefits, in such proportions
                       as the Committee may determine, to one or more or all, of
                       a Participant's next of kin, if their location is known
                       to the Committee;

           (2)         Deem this benefit to be a forfeiture and paid to the
                       Employer if the location of a Participant's next of kin
                       is not known. However, the Employer shall pay the
                       benefit, unadjusted for gains or losses from the date of
                       such forfeiture, to a Participant or Designated
                       Beneficiary who subsequently makes proper claim to the
                       benefit.

The Employer shall not be liable to any person for payment pursuant to
applicable state unclaimed property laws.

10.11      REQUIRED TAX WITHHOLDING AND REPORTING.
           --------------------------------------

The Employer shall withhold and report Federal, state and local income and
payroll tax amounts on all Contributions to and distributions and withdrawals
from a Participant's Account as may be required by law from time to time.



                                       20
<PAGE>

                                   ARTICLE XI

                                 SIGNATURE PAGE
                                 --------------

IN WITNESS WHEREOF, the Employer has caused this Plan to be executed and its
seal to be affixed hereto, this 18th day of December, 2003.


South Carolina Bank and Trust, N.A.


By:____________________________________

Print Name: ___________________________

Title:_________________________________   ATTEST: ______________________________


SCBT Financial Corporation


By:____________________________________

Print Name: ___________________________

Title:_________________________________   ATTEST: ______________________________


South Carolina Bank and Trust of the Pyedmont, N.A.


By:____________________________________

Print Name: ___________________________

Title:_________________________________   ATTEST: ______________________________






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