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Exhibit 10.3



                         OFFICER INCENTIVE COMPENSATION

                                      PLAN











                                THE PALMETTO BANK
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                       OFFICER INCENTIVE COMPENSATION PLAN

No longer is the question whether to have an officer incentive compensation
plan. Rather, it's how to make one work. The only way to build a successful
financial services organization that serves the best interests of its clients is
to have the best people. To attract and retain exceptional talent it is
essential that they be rewarded generously for results.

Increasing numbers of commercial banks have concluded that the "time has come"
for using incentive compensation plans for large numbers of its management and
staff. The good news about long-term incentive plan design is that the
possibilities are endless and the potential for creativity is unlimited. There
simply is no single right answer! The real challenge, therefore, is to select a
design process that works well for each organization.

The following characteristics describe incentive compensation systems today:

      *  It is, for many organizations, an emotional and controversial subject;

      *  There is today in increasing numbers an exceptionally high degree
         of acceptance of incentives among financial institutions.

According to the following data that was developed from the most recent BAI
survey:

      *  51.5% of banks with assets greater than $250 million offer executive
         incentive/bonus plans;

      *  The percentage of incentive compensation to base salary for 1992
         ranged from 13.2% to 25%;

      *  The allocation of bonus/incentive funds are most often triggered by
         some measure of overall bank performance (43%), followed by ROA (19%),
         a specific growth target (17%), and ROE (4%).

      *  Only 9.5% of incenting banks distribute to incented employees a %
         of revenues generated or expenses saved.

Our 1993 research at Alex Sheshunoff Management Services on compensation
practices of Affiliation member's banks supports these trends. It is also
evident form our research that the majority of our affiliate High Performance
Institutions (ROA's greater than 1/25% & ROE's > 17%) utilize an executive
incentive compensation plan.

Objectives and Benefits of Incentive Compensation Plans
-------------------------------------------------------

Listed below are the seven (7) major objectives of incentive compensation plans:

      1. The major overriding object is the maximization of long-term
         shareholder  value;

      2. Quality growth;

      3. Retention and attraction of quality personnel;

      4. Measurable results;

      5. Increased productivity/creativity;

      6. Improved communication;

      7. Creation of teamwork.
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All seven (7) of these objectives support The Palmetto Bank's mission statement,
which is as follows;

              As an independent Upstate financial institution, our mission
         is to achieve superior long-term shareholder value, exercise exemplary
         corporate citizenship, and create an environment which promotes and
         rewards employee development and the consist delivery of quality
         service to our customers.

Properly designed and administered, the following benefits should accrue to the
bank as a result of installing performance-based incentive compensation plans:

      1. Align more clearly the interest of management and staff with
         shareholders;

      2. Focuses management and staff on specific goals and results;

      3. Reinforces key objectives and explicit direction;

      4. Rewards performance and goal achievement (not attendance and tenure);

      5. Supports long-term participative culture by involving a greater
         percentage of staff in the management of the organization;

      6. Helps match compensation expenses with the organization's ability to
         pay;

      7. Substitutes variable for fixed compensation costs;

      8. Helps stabilize base salaries;

      9. Suppresses entitlement mentality;

     10. Helps retain high performance/productivity-oriented staff;

     11. Incentive compensation plans should (again, properly constructed)
         foster teamwork and help destroy departmental "walls";

     12. Encourages employee stockholder mentality;

     13. Improves employees' "banking IQ" (i.e. "knowledge of the business of
         banking");

     14. Improves quality and customer service;

     15. Reinforces primary job functions;

     16. Improves workflow and accuracy;

     17. Helps staff focus on priorities, i.e.:

              o  Acquisition of quality assets and/or stable deposits;
              o  Increase fee income;
              o  Reduce net non-interest expense (e/g/ get staff oriented to
                 Questioning the need for new staff, equipment, materials
                 And overall better use of resources).
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                           Total Compensation Planning
                           ---------------------------

Incentive compensation plans should be a well-integrated part of the total
compensation package. Total compensation considers all forms in which persons
are paid. These include, of course, direct salaries, bonuses, profit sharing,
all forms of employee benefits, employee services that have a real value as well
as an intrinsic one, and various forms of prerequisites at all levels within the
organization (not limited exclusively to executives).

                Coordinating Compensation with Business Strategy
                ------------------------------------------------

Total compensation philosophy and policy cannot and should not be established in
a vacuum. It is essential to have them relate clearly and closely with the
overall business plan of the Bank and with the human resources plan. Failure to
integrate the total compensation plan with human resources and with strategic
business plans will likely spell failure in the future.

It is important that the total compensation plan be based on widely accepted
belief (i.e., philosophies of senior management, including the compensation
committee of the Board). Once completed, a written compensation philosophy
statement becomes the guideline for the development of the program. It is the
criterion against which alternatives are evaluated and, finally, against which
the program's success is measured.

There is not more critical phase in the development of a forward-looking total
compensation program than the development of the compensation philosophy. With
it, management has a track on which to run, a yardstick against which to
evaluate, and a basis for communication with employees. In a service
organization, as much as two-thirds of operating cost is represented by the cost
of labor, but, unfortunately, no other element of business is so frequently run
without a master plan. It should be, however, the beginning, middle, and end of
sound total compensation planning.

                       Compensation Philosophy and Policy
                       ----------------------------------

The following are some of the many fundamental questions that need to be
addressed in developing a statement of compensation philosophy and policy.

      1. What type of people comprises the organization's current workforce?
         (Performance/Production/Sales oriented?  Risk vs. Security Oriented?)

      2. What type of employee will be needed tomorrow?  Future?  Are they
         Different from what our employees are today?

      3. To what degree does the organization's current compensation system
         help to attract , retain, motivate and reward the type of employee
         needed today and in the future?

      4. Human Behavior - Is it possible to influence an employee's performance
         through the use of financial incentives?  How much?  Over what time
         frame?

      5. Organization Stewardship - Should the organization provide financial
         incentives/rewards in addition to base salaries and benefits?  Can the
         organization be competitive without them?

      6. To what degree should employee share in the overall success of the
         enterprise? If they should, which employees?  Group? or Groups?

      7. What portion, if any, of employee or management's compensation should
         be at risk"?

      8. To what extent should employees be encouraged to become shareholders?
         Should this encouragement be different for different levels of staff?
         Senior management? Officers?  Non-officers?

      9. What vehicles or instruments will be used to provide this ownership?

     10. What degree of openness will the organization follow in providing
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         information to managers/employees in what is decided about a different
         approach to compensation?

The goal of creating a written statement of philosophy or policy and total
compensation objectives is to provide a framework within which the compensation
program of the organization can be planned and, in turn, to provide a yardstick
against which the present program can be evaluated. Once the disparities are
defined between what exists and what is desired, action plans can be developed
and changes made to close the gap. And, as a new incentive compensation program
is developed, including specific goals and objectives, the written statement of
philosophy provides a measure against which to evaluate the future performance
of the incentive compensation plan.

The following compensation policy has been created by The Palmetto Bank and is
inserted in this document for referral:


COMPENSATION PHILOSOPHY AND POLICY


The corporate goals of The Palmetto Bank is to yield a reasonable profit to our
stockholders by providing friendly, efficient financial services to our
customers, communities and the public at large. We believe that another and
equally significant goal is the building of our bank. This means not only an
endeavor to grow and expand, but to build people. To meet these goals The
Palmetto Bank requires the services of a staff, which is competent, motivated,
and alert to recognize opportunities and effective in capitalizing on those
opportunities.

The ability of The Palmetto Bank to attract, develop and retain staff of quality
rests upon providing a total reward system, which includes:

      o  clear identification of roles and accountabilities of each position:

      o  an equitable basis for establishing pay for such positions:

      o  an understandable and consistently applied performance appraisal
         process;

      o  a flexible and adaptable non-cash or benefits program;

      o  a competitive salary structure based on relative job weights and
         relevant external marketplace data;

      o  a means to reward performance consistent with achievement level.

The Palmetto Bank identifies its competitive human resource marketplace as the
Upstate area for most non-exempt positions, and both local and national areas
for most exempt positions. Because of the diversity of position requirements,
relevant data comparisons are made with a cross-section of companies within and
outside of the financial services industries.

In designing approaches to compensation, emphasis is placed to the extent
possible on affording opportunities to staff to maximize their direct and
indirect income in a legal manner that is most advantageous to them.



           Critical Steps to Implementing Incentive Compensation Plans
           -----------------------------------------------------------

The following pages reflect the critical importance of, and relationship among,
the bank's strategic business plan, its corporate culture, and incentive
compensation system. The recommended steps to implementing an effective officer
incentive compensation plan are as follows:

      1. The Palmetto Bank should have a clear Strategic Plan in place inclusive
         of a supportive Corporate Culture.  Recommendations for change in the
         organization must first be addressed at all levels in order to achieve
         the number one objective of the company, i.e., increasing long-term
         shareholder value. Change may be introduced into the organization in
         order to improve the bank's value system; the degree of commitment of
         excellence; the degree to which the organization is dedicated to
         quality customer services; the degree of open
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         and effective internal communication; the degree of teamwork and
         cooperation; the marketing attitudes, skills, and knowledge; the
         attitudes toward profitability. Working toward improving the bank's
         culture is a long-term process and is not an event.  One must recognize
         that this improvement starts at the top of the organization and is
         critical to the successful implementation of the incentive compensation
         plan.

      2. Once The Palmetto Bank has established the goals/objectives within the
         strategic planning process and has addressed major concerns within the
         culture of the organization, we recommend that an incentive
         compensation committee be established.  The make up to be the Chairman,
         President and Executive Vice President of Human Resources.  The role of
         this committee is to study, develop, and present for approval to the
         Board and it's Compensation Committee, the total incentive compensation
         program.  It should also be the responsibility of this committee to
         implement the approved program and monitor its success and weaknesses.
         To accomplish the goals of the committee, they will meet at least
         quarterly to review the progress of the program and review events that
         may have taken place which impact the program.  It is imperative that
         this committee has total understanding of the Mission of the
         organization, as they will be responsible for the continued balancing
         of objectives of the strategic plan and the incentive compensation
         plan.

      3. Once the plan has received endorsement by the Compensation Committee of
         the Board and been approved at Board level, the final step is
         implementation and monitoring.


Officers may earn up to 50% of base salary on the overall program. The
calculation of annual incentive is based on that fiscal year's performance and
individual performance as agreed upon in the program. An officer must be
employed January 1 of the incentive year and the day the incentive is paid to
participate in the program. The calculation of incentive is as follows:


      55 pts = 55% - - - Therefore, you simply multiply 55% times the maximum
      allowed incentive of 50% ( .55 x .50 = .2750 or 27.50%). The payout for
      that fiscal year's incentive would be 27.50% of base salary.


We believe this program meets all of the major criteria concerning incentive
compensation. It is clearly a flexible/modifiable program. It meets the standard
of being simple and easy to understand.