# Exhibit 10.5

BankGreenville Financial Corporation
2006 Stock Incentive Plan and Form of Option Agreement.

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Exhibit 10.5

# BANKGREENVILLE
FINANCIAL CORPORATION

# 2006 STOCK INCENTIVE
PLAN

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# BANKGREENVILLE
FINANCIAL CORPORATION2006 STOCK INCENTIVE PLAN

# TABLE OF CONTENTS

|                                                      | 
|----------------------------------------------------- | 
|ARTICLE I   DEFINITIONS                               | 
|ARTICLE II   THE PLAN                                 | 
|2.1      NAME                                         | 
|2.2      PURPOSE                                      | 
|2.3      EFFECTIVE DATE                               | 
|ARTICLE III   PARTICIPANTS                            | 
|ARTICLE IV   ADMINISTRATION                           | 
|4.1      DUTIES AND POWERS OF THE COMMITTEE           | 
|4.2      INTERPRETATION; RULES                        | 
|4.3      NO LIABILITY                                 | 
|4.4      MAJORITY RULE                                | 
|4.5      COMPANY ASSISTANCE                           | 
|ARTICLE V   SHARES OF STOCK SUBJECT TO PLAN           | 
|5.1      LIMITATIONS                                  | 
|5.2      ANTIDILUTION                                 | 
|ARTICLE VI   OPTIONS                                  | 
|6.1      TYPES OF OPTIONS GRANTED                     | 
|6.2      OPTION GRANT AND AGREEMENT                   | 
|6.3      OPTIONEE LIMITATIONS                         | 
|6.4      $100,000 LIMITATION                          | 
|6.5      EXERCISE PRICE                               | 
|6.6      EXERCISE PERIOD                              | 
|6.7      OPTION EXERCISE                              | 
|6.8      NONTRASFERABILITY OF OPTION                  | 
|6.9      TERMINATION OF EMPLOYMENT OR SERVICE         | 
|6.10    EMPLOYMENT RIGHTS                             | 
|6.11    CERTAIN SUCCESSOR OPTIONS                     | 
|6.12    FORFEITURE BY ORDER OF REGULATORY AGENCY      | 
|6.13    EFFECT OF A CORPORATE TRANSACTION             | 
|ARTICLE VII    STOCK CERTIFICATES                     | 
|ARTICLE VIII   TERMINATION AND AMENDMENT              | 
|8.1    TERMINATION AND AMENDMENT                      | 
|8.2    EFFECT ON GRANTEE'S RIGHTS                     | 
|ARTICLE IX   RELATIONSHIP TO OTHER COMPENSATION PLANS | 

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|                                        | 
|--------------------------------------- | 
|ARTICLE X   MISCELLANEOUS               | 
|10.1    REPLACEMENT OR AMENDMENT GRANTS | 
|10.2    FORFEITURE FOR COMPETITION      | 
|10.3    LEAVE OF ABSENCE                | 
|10.4    PLAN BINDING ON SUCCESSORS      | 
|10.5    HEADINGS, ETC., NO PART OF PLAN | 
|10.6    SECTION 16 COMPLIANCE           | 

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# BANKGREENVILLE FINANCIAL
CORPORATION2006 STOCK INCENTIVE PLAN

# ARTICLE I DEFINITIONS

As
used herein, the following terms have the following meanings unless the context clearly
indicates to the contrary:

Board
shall mean the Board of Directors of the Company.

Cause (i)
with respect to the Company or any subsidiary which employs the recipient of an Option
(the recipient) or for which such recipient primarily performs services, the
commission by the recipient of an act of fraud, embezzlement, theft or proven dishonesty,
or any other illegal act or practice (whether or not resulting in criminal prosecution or
conviction), or any act or practice which the Committee shall, in good faith, deem to have
resulted in the recipients becoming unbondable under the Companys or the
subsidiarys fidelity bond; (ii) the willful engaging by the recipient in misconduct
which is deemed by the Committee, in good faith, to be materially injurious to the Company
or any subsidiary, monetarily or otherwise, including, but not limited, improperly
disclosing trade secrets or other confidential or sensitive business information and data
about the Company or any subsidiaries and competing with the Company or its subsidiaries,
or soliciting employees, consultants or customers of the Company in violation of law or
any employment or other agreement to which the recipient is a party; or (iii) the willful
and continued failure or habitual neglect by the recipient to perform his or her duties
with the Company or the subsidiary substantially in accordance with the operating and
personnel policies and procedures of the Company or the subsidiary generally applicable to
all their employees. For purposes of this Plan, no act or failure to act by the recipient
shall be deemed be willful unless done or omitted to be done by recipient not
in good faith and without reasonable belief that the recipients action or omission
was in the best interest of the Company and/or the subsidiary. Notwithstanding the
foregoing, if the recipient has entered into an employment agreement that is binding as of
the date of employment termination, and if such employment agreement defines
Cause, then the definition of Cause in such agreement shall apply
to the recipient in this Plan. Cause under either (i), (ii) or (iii) shall be
determined by the Committee.

Code
shall mean the United States Internal Revenue Code of 1986, including effective date and
transition rules (whether or not codified). Any reference herein to a specific section of
the Code shall be deemed to include a reference to any corresponding provision of future
law.

Committee
shall mean a committee of at least two Directors appointed from time to time by the Board,
having the duties and authority set forth herein in addition to any other authority
granted by the Board. In selecting the Committee, the Board shall consider (i) the
benefits under Section 162(m) of the Code of having a Committee composed of outside
directors (as that term is defined in the Code) for certain grants of Options to
highly compensated executives, and (ii) the benefits under Rule 16b-3 of having a
Committee composed of either the entire Board or a Committee of at least two Directors who
are Non-Employee Directors for Options granted to or held by any Section 16 Insider. At
any time that the Board shall not have appointed a committee as described above, any
reference herein to the Committee shall mean the Board.

Company
shall mean BankGreenville Financial Corporation, a South Carolina corporation.



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Corporate
Transaction shall mean the occurrence of any of the following events, unless
such event is a result of a Non-Control Transaction:

|(i) |  | the individuals who are members of the Board of Directors of the Company (the
          Incumbent Board) cease for any reason to constitute at least 50% of
          the Board of Directors of the Company; provided, however, that if
          the election, or nomination for election by the Companys shareholders, of
          any new director was approved in advance by a vote of at least 50% of the
          Incumbent Board, such new director shall, for purposes of the Plan, be
          considered as a member of the Incumbent Board; provided, further, that no
          individual shall be considered a member of the Incumbent Board if such
          individual initially assumed office as a result of either an actual or
          threatened election contest, or other actual or threatened solicitation of
          proxies or consents by or on behalf of any person other than the Board of
          Directors of the Company, including by reason of any agreement intended to avoid
          or settle any election contest or proxy contest.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | an acquisition (other than directly from the Company) of any voting securities
          of the Company (the Voting Securities) by any Person (as
          the term person is used for purposes of Section 13(d) or 14(d) of
          the Exchange Act) immediately after which such Person has Beneficial
          Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
          Act) of 20% or more of the combined voting power of the Companys then
          outstanding Voting Securities; provided, however, that in
          determining whether a Corporate Transaction has occurred, Voting Securities
          which are acquired in a Non-Control Transaction shall not constitute a Corporate
          Transaction under the Plan.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | consummation of: (i) a merger, consolidation, or reorganization involving the
          Company; (ii) a complete liquidation or dissolution of the Company; or (iii) the
          sale or other disposition of all or substantially all of the assets of the
          Company to any Person (other than a transfer to a Subsidiary).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) |  | a notice of an application is filed with the South Carolina Board of Financial
          Institutions or the Federal Reserve Board or any other bank or thrift regulatory
          approval (or notice of no disapproval) is granted by the Federal Reserve, South
          Carolina Board of Financial Institutions, the OCC, the Federal Deposit Insurance
          Corporation, or any other regulatory authority for permission to acquire control
          of the Company or any of its banking subsidiaries; provided that if the
          application is filed in connection with a transaction which has been approved by
          the Board, then the Corporate Transaction shall not be deemed to occur until
          consummation of the transaction.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Non-Control
Transaction shall mean a transaction described below:

|(i) |  | the shareholders of the Company, immediately before such merger, consolidation
          or reorganization, own, directly or indirectly, immediately following such
          merger, consolidation or reorganization, at least 50% of the combined voting
          power of the outstanding voting securities of the corporation resulting from
          such merger, consolidation or reorganization (the Surviving
          Corporation) in substantially the same proportion as their ownership of
          the Voting Securities immediately before such merger, consolidation or
          reorganization; and
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(ii) |  | immediately following such merger, consolidation or reorganization, the number
          of directors on the board of directors of the Surviving Corporation who were
          members of the Incumbent Board shall at least equal the number of directors who
          were affiliated with or appointed by the other party to the merger,
          consolidation or reorganization.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Director
shall mean a member of the Board and any person who is an advisory or honorary director of
the Company if such person is considered a director for the purposes of Section 16 of the
Exchange Act, as determined by reference to such Section 16 and to the rules, regulations,
judicial decisions, and interpretative or no-action positions with respect
thereto of the Securities and Exchange Commission, as the same may be in effect or set
forth from time to time.

Employee
shall mean a person who constitutes an employee of the Company as such term is defined in
the instructions to the Form S-8 Registration Statement under the Securities Act of 1933,
and also includes non-employees to whom an offer of employment has been extended.

Exchange
Act shall mean the Securities Exchange Act of 1934. Any reference herein to a
specific section of the Exchange Act shall be deemed to include a reference to any
corresponding provision of future law.

Exercise
Price shall mean the price at which an Optionee may purchase a share of Stock
under a Stock Option Agreement.

Fair
Market Value on any date shall mean (i) the closing sales price of the Stock,
regular way, on such date on the national securities exchange having the greatest volume
of trading in the Stock during the thirty-day period preceding the day the value is to be
determined or, if such exchange was not open for trading on such date, the next preceding
date on which it was open; (ii) if the Stock is not traded on any national securities
exchange, the average of the closing high bid and low asked prices of the Stock on the
over-the-counter market on the day such value is to be determined, or in the absence of
closing bids on such day, the closing bids on the next preceding day on which there were
bids; or (iii) if the Stock also is not traded on the over-the-counter market, the fair
market value as determined in good faith by the Board or the Committee based on such
relevant facts as may be available to the Board, which may include opinions of independent
experts, the price at which recent sales have been made, the book value of the Stock, and
the Companys current and future earnings.

Incentive
Stock Option shall mean an option to purchase any stock of the Company, which
complies with and is subject to the terms, limitations and conditions of Section 422 of
the Code and any regulations promulgated with respect thereto.

Non-Employee
Director shall have the meaning set forth in Rule 16b-3 under the Exchange Act,
as the same may be in effect from time to time, or in any successor rule thereto, and
shall be determined for all purposes under the Plan according to interpretative or
no-action positions with respect thereto issued by the Securities and Exchange
Commission.

Officer
shall mean a person who constitutes an officer of the Company for the purposes of Section
16 of the Exchange Act, as determined by reference to such Section 16 and to the rules,
regulations, judicial decisions, and interpretative or no-action positions
with respect thereto of the Securities and Exchange Commission, as the same may be in
effect or set forth from time to time.

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Option
shall mean an option, whether or not an Incentive Stock Option, to purchase Stock granted
pursuant to the provisions of Article VI hereof.

Optionee
shall mean a person to whom an Option has been granted hereunder.

Parent
shall mean any corporation (other than the Company or a Subsidiary) in an unbroken chain
of corporations ending with the Company if, at the time of the grant (or modification) of
the Option, each of the corporations other than the Company or a Subsidiary owns stock
possessing 50% or more of the total combined voting power of the classes of stock in one
of the other corporations in such chain.

Permanent
and Total Disability shall have the same meaning as given to that term by Code
Section 22(e)(3) and any regulations or rulings promulgated thereunder.

Plan
shall mean the BankGreenville Financial Corporation 2006 Stock Incentive Plan, the terms
of which are set forth herein.

Purchasable
shall refer to Stock which may be purchased by an Optionee under the terms of this Plan on
or after a certain date specified in the applicable Stock Option Agreement.

Qualified
Domestic Relations Order shall have the meaning set forth in the Code or in the
Employee Retirement Income Security Act of 1974, or the rules and regulations promulgated
under the Code or such Act.

Section
16 Insider shall mean any person who is subject to the provisions of
Section 16 of the Exchange Act, as provided in Rule 16a-2 promulgated pursuant to the
Exchange Act.

Stock
shall mean the Common Stock, no par value, of the Company or, in the event that the
outstanding shares of Stock are hereafter changed into or exchanged for shares of a
different stock or securities of the Company or some other entity, such other stock or
securities.

Stock
Option Agreement shall mean an agreement between the Company and an Optionee
under which the Optionee may purchase Stock hereunder, a sample form of which is attached
hereto as Exhibit A (which form may be varied by the Committee in granting an
Option).

Subsidiary
shall mean any corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the grant (or modification) of the Option,
each of the corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.

# ARTICLE IITHE PLAN

2.1 Name.  This Plan shall be known as  "BankGreenville  Financial  Corporation  2006 Stock Incentive
Plan."

2.2
Purpose. The purpose of the Plan is to advance the interests of the Company, its
Subsidiaries, and its shareholders by affording Employees and Directors of the Company and

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its Subsidiaries an opportunity to acquire or increase their proprietary interests in the
Company. The objective of the issuance of the Options is to promote the growth and
profitability of the Company and its Subsidiaries because the Optionees will be provided
with an additional incentive to achieve the Companys objectives through
participation in its success and growth and by encouraging their continued association
with or service to the Company.

2.3
Effective Date. The Plan shall become effective on February 14, 2006; provided,
however, that if the shareholders of the Company have not approved the Plan on or prior to
the first anniversary of such effective date, then all options granted under the Plan
shall be non-incentive Stock Options. If, at the time of any amendment to the Plan,
shareholder approval is required by the Code for Incentive Stock Options and such
shareholder approval has not been obtained (or is not obtained within 12 months thereof),
any Incentive Stock Options issued under the Plan shall automatically become options which
do not qualify as Incentive Stock Options.

# ARTICLE III PARTICIPANTS

The
class of persons eligible to participate in the Plan shall consist of all Directors and
Employees of the Company or any Subsidiary.

# ARTICLE IV ADMINISTRATION

4.1
Duties and Powers of the Committee. The Plan shall be administered by the
Committee. The Committee shall select one of its members as its Chairman and shall hold
its meetings at such times and places as it may determine. The Committee shall keep
minutes of its meetings and shall make such rules and regulations for the conduct of its
business as it may deem necessary. The Committee shall have the power to act by unanimous
written consent in lieu of a meeting, and to meet telephonically. In administering the
Plan, the Committees actions and determinations shall be binding on all interested
parties. The Committee shall have the power to grant Options in accordance with the
provisions of the Plan and may grant Options singly, in combination, or in tandem. Subject
to the provisions of the Plan, the Committee shall have the discretion and authority to
determine those individuals to whom Options will be granted, the number of shares of Stock
subject to each Option, such other matters as are specified herein, and any other terms
and conditions of a Stock Option Agreement. The Committee shall also have the discretion
and authority to waive any provision of the Plan or to delegate to any Officer its power
to grant Options under the Plan to Employees, but not to Employees who are Officers or
Directors.

4.2
Interpretation; Rules. Subject to the express provisions of the Plan, the Committee
also shall have complete authority to interpret the Plan, to prescribe, amend, and rescind
rules and regulations relating to it, to determine the details and provisions of each
Stock Option Agreement, and to make all other determinations necessary or advisable for
the administration of the Plan, including, without limitation, the amending or altering of
the Plan and any Options granted hereunder as may be required to comply with or to conform
to any federal, state, or local laws or regulations. If an option granted under the Plan
is intended to be an Incentive Stock Option but does not qualify as an Incentive Stock
Option for any reason, then the option granted shall remain valid but shall be a
non-Incentive Stock Option.

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4.3
No Liability. Neither any member of the Board nor any member of the Committee shall
be liable to any person for any act or determination made in good faith with respect to
the Plan or any Option granted hereunder.

4.4
Majority Rule. A majority of the members of the Committee shall constitute a
quorum, and any action taken by a majority at a meeting at which a quorum is present, or
any action taken without a meeting evidenced by a writing executed by all the members of
the Committee, shall constitute the action of the Committee.

4.5
Company Assistance. The Company shall supply full and timely information to the
Committee on all matters relating to eligible persons, their employment, death,
retirement, disability, or other termination of employment, and such other pertinent facts
as the Committee may require. The Company shall furnish the Committee with such clerical
and other assistance as is necessary in the performance of its duties.

# ARTICLE VSHARES OF
STOCK SUBJECT TO PLAN

5.1
Limitations. The maximum number of shares that may be issued hereunder shall
initially be 212,400. The total number of shares of Stock issuable pursuant to Incentive
Stock Options may not be increased to more than 212,400 (other than pursuant to
antidilution adjustments) without shareholder approval. In addition, the number of shares
that may be issued hereunder shall be subject to any antidilution adjustment pursuant to
the provisions of Section 5.2 hereof. Any or all shares of Stock subject to the Plan may
be issued in any combination of Incentive Stock Options or non-Incentive Stock Options.
Shares subject to an Option may be either authorized and unissued shares or shares issued
and later acquired by the Company. The shares covered by any unexercised portion of an
Option that has terminated for any reason (except as set forth in the following paragraph)
may again be optioned under the Plan, and such shares shall not be considered as having
been optioned or issued in computing the number of shares of Stock remaining available for
option hereunder.

If
Options are issued in respect of options to acquire stock of any entity acquired, by
merger or otherwise, by the Company (or any Subsidiary of the Company), to the extent that
such issuance shall not be inconsistent with the terms, limitations and conditions of Code
Section 422 or Rule 16b-3 under the Exchange Act, the aggregate number of shares of Stock
for which Options may be granted hereunder shall automatically be increased by the number
of shares subject to the Options so issued; provided, however, that the aggregate number
of shares of Stock for which Options may be granted hereunder shall automatically be
decreased by the number of shares covered by any unexercised portion of an Option so
issued that has terminated for any reason, and the shares subject to any such unexercised
portion may not be optioned to any other person.

5.2
Antidilution.

(a)       
          If (x) the outstanding shares of Stock are changed into or exchanged for a
          different number or kind of shares or other securities of the Company by reason
          of merger, consolidation, reorganization, recapitalization, reclassification,
          combination or exchange of shares, or stock split or stock dividend, (y) any
          spin-off, spin-out or other distribution of assets materially affects the price
          of the Companys stock, or (z) there is any assumption and conversion to
          the Plan by the Company of an acquired companys outstanding option grants,
          then:

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|(i) | the aggregate number and kind of shares of Stock for which Options may be
          granted hereunder shall be adjusted proportionately by the Committee; and
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | the rights of Optionees (concerning the number of shares subject to Options and
          the Exercise Price) under outstanding Options shall be adjusted proportionately
          by the Committee.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       
          If the Company shall be a party to any reorganization in which it does not
          survive, involving merger, consolidation, or acquisition of the stock or
          substantially all the assets of the Company, the Committee, in its sole
          discretion, may (but is not required to), notify all Optionees that all Options
          granted under the Plan shall be assumed by the successor corporation or
          substituted on an equitable basis with options issued by such successor
          corporation.

(c)       
          If the Company is to be liquidated or dissolved in connection with a
          reorganization described in Section 5.2(b), the provisions of such Section shall
          apply. In all other instances, the adoption of a plan of dissolution or
          liquidation of the Company shall, notwithstanding other provisions hereof, cause
          every Option outstanding under the Plan to terminate to the extent not exercised
          prior to the adoption of the plan of dissolution or liquidation by the
          shareholders.

(d)       
          The adjustments described in paragraphs (a) through (c) of this Section 5.2, and
          the manner of their application, shall be determined solely by the Committee,
          and any such adjustment may provide for the elimination of fractional share
          interests; provided, however, that any adjustment made by the Board or the
          Committee shall be made in a manner that will not cause an Incentive Stock
          Option to be other than an Incentive Stock Option under applicable statutory and
          regulatory provisions. The adjustments required under this Article V shall apply
          to any successors of the Company and shall be made regardless of the number or
          type of successive events requiring such adjustments.

# ARTICLE VI OPTIONS

6.1
Types of Options Granted. The Committee may, under this Plan, grant either
Incentive Stock Options or Options which do not qualify as Incentive Stock Options. Within
the limitations provided in this Plan, both types of Options may be granted to the same
person at the same time, or at different times, under different terms and conditions, as
long as the terms and conditions of each Option are consistent with the provisions of the
Plan. Without limitation of the foregoing, Options may be granted subject to conditions
based on the financial performance of the Company or any other factor the Committee deems
relevant.

6.2
Option Grant and Agreement. Each Option granted hereunder shall be evidenced by
minutes of a meeting or the written consent of the Committee and by a written Stock Option
Agreement executed by the Company and the Optionee. The terms of the Option, including the
Options duration, time or times of exercise, exercise price, whether the Option is
intended to be an Incentive Stock Option shall be stated in the Stock Option Agreement. In
structuring the terms of each Option, the Committee shall follow the guidelines set forth
in the FDIC statement of policy relating to applications for deposit insurance, including
that the terms should encourage each Optionee to remain involved in the Company and/or its
Subsidiaries, such as by having a vesting period of equal percentages each year over at
least three years following the grant of the Option and a requirement that the Option be
exercised or expire no later than 90 days after termination as an active officer or
employee. No Incentive Stock Option may be granted more than ten years after the earlier

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to occur of the effective date of the Plan or the date the Plan is approved by the
Companys shareholders. Separate stock option agreements may be used for Options
intended to be Incentive Stock Options and those not so intended, but any failure to use
such separate agreements shall not invalidate, or otherwise adversely affect the
Optionees interest in, the Options evidenced thereby.

6.3
Optionee Limitations. The Committee shall not grant an Incentive Stock Option to
any person who, at the time the Incentive Stock Option is granted:

(a)       
          is not an employee of the Company or any of its Subsidiaries (as the term
          employee is defined by the Code); or

(b)       
          owns or is considered to own stock possessing at least 10% of the total combined
          voting power of all classes of stock of the Company or any of its Parent or
          Subsidiary corporations; provided, however, that this limitation shall not apply
          if at the time an Incentive Stock Option is granted the Exercise Price is at
          least 110% of the Fair Market Value of the Stock subject to such Option and such
          Option by its terms would not be exercisable after five years from the date on
          which the Option is granted. For the purpose of this subsection (b), only common
          stock of the Company owned by the Optionee at the time of grant will be
          considered in the 10% owner calculation. A person shall be considered to own:
          (i) the stock owned, directly or indirectly, by or for his or her brothers and
          sisters (whether by whole or half blood), spouse, ancestors and lineal
          descendants and (ii) the stock owned, directly or indirectly, by or for a
          corporation, partnership, estate, or trust in proportion to such persons
          stock interest, partnership interest or beneficial interest therein.

6.4
$100,000 Limitation. Except as provided below, the Committee shall not grant an
Incentive Stock Option to, or modify the exercise provisions of outstanding Incentive
Stock Options held by, any person who, at the time the Incentive Stock Option is granted
(or modified), would thereby receive or hold any Incentive Stock Options of the Company
and any Parent or Subsidiary, such that the aggregate Fair Market Value (determined as of
the respective dates of grant or modification of each option) of the stock with respect to
which such Incentive Stock Options are exercisable for the first time during any calendar
year is in excess of $100,000 (or such other limit as may be prescribed by the Code from
time to time); provided, however, that to the extent that the aggregate Fair
Market Value of the stock subject to the Incentive Stock Options does in fact exceed the
$100,000 limitation described in this Section 6.4, the excess shall be treated as an
Option not qualifying as an Incentive Stock Option, with the determination to be made in
the order the Options are granted.

6.5
Exercise Price. The Exercise Price of the Stock subject to each Option shall be
determined by the Committee. Subject to the provisions of Section 6.3(b) hereof, the
Exercise Price of an Option shall not be less than the Fair Market Value of the Stock as
of the date the Option is granted (or in the case of an Incentive Stock Option that is
subsequently modified, on the date of such modification).

6.6
Exercise Period. The period for the exercise of each Option granted hereunder shall
be determined by the Committee, but the Stock Option Agreement with respect to each Option
shall provide that such Option shall not be exercisable after ten years from the date of
grant of the Option.

6.7
Option Exercise.

(a)       
          Unless otherwise provided in the Stock Option Agreement or Section 6.6 hereof,
          an Option may be exercised at any time or from time to time during the term of
          the Option as to any or all full shares which have become Purchasable under the

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provisions of the Option, but not at any time as to less than 100 shares unless
          the remaining shares that have become so Purchasable are less than 100 shares.
          The Committee shall have the authority to prescribe in any Stock Option
          Agreement that the Option may be exercised only in accordance with a vesting
          schedule during the term of the Option.

(b)       
          An Option shall be exercised by (i) delivery to the Company at its principal
          office a written notice of exercise with respect to a specified number of shares
          of Stock and (ii) payment to the Company at that office of the full amount of
          the Exercise Price for such number of shares in accordance with Section 6.7(c).
          If requested by an Optionee, an Option may be exercised with the involvement of
          a stockbroker in accordance with the federal margin rules set forth in
          Regulation T (in which case the certificates representing the underlying shares
          will be delivered by the Company directly to the stockbroker).

(c)       
          The Exercise Price is to be paid in full in cash upon the exercise of the Option
          and the Company shall not be required to deliver certificates for the shares
          purchased until such payment has been made.

(d)       
          In addition to and at the time of payment of the Exercise Price, the Optionee
          shall pay to the Company in cash the full amount of any federal, state, and
          local income, employment, or other withholding taxes applicable to the taxable
          income of such Optionee resulting from such exercise.

(e)       
          The holder of an Option shall not have any of the rights of a shareholder with
          respect to the shares of Stock subject to the Option until such shares have been
          issued and transferred to the Optionee upon the exercise of the Option.

6.8
Nontransferability of Option. No Option shall be transferable by an Optionee other
than by will or the laws of descent and distribution or, in the case of non-Incentive
Stock Options, and, during the lifetime of an Optionee, Options shall transferable, upon
approval by the Committee, in the event of the Optionees death or disability, and
all such Options shall be exercisable only by the Optionee (or by such Optionees
guardian or legal representative, should one be appointed, or by the transferee in the
event of a transfer following the Optionees disability).

6.9
Termination of Employment or Service. The Committee shall have the power to specify
the effect upon an Optionees right to exercise an Option upon termination of such
Optionees employment or service under various circumstances, which effect may
include immediate or deferred termination of such Optionees rights under an Option,
not to exceed 90 days. Subject to Section 6.2, unless a Stock Option Agreement
specifically provides otherwise, in the event the recipient of an Option is terminated
from his or her employment or other service to the Company or its subsidiaries for Cause,
Options, whether vested or unvested, granted to such person shall terminate immediately
and shall not thereafter be exercisable.

6.10
Employment Rights. Nothing in the Plan or in any Stock Option Agreement shall
confer on any person any right to continue in the employ of the Company or any of its
Subsidiaries, or shall interfere in any way with the right of the Company or any of its
Subsidiaries to terminate such persons employment at any time.

6.11
Certain Successor Options. To the extent not inconsistent with the terms,
limitations and conditions of Code Section 422 and any regulations promulgated with
respect thereto, an Option issued in respect of an option held by an employee to acquire

9

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stock of any entity acquired, by merger or otherwise, by the Company (or any Subsidiary of
the Company) may contain terms that differ from those stated in this Article VI, but
solely to the extent necessary to preserve for any such employee the rights and benefits
contained in such predecessor option, or to satisfy the requirements of Code Section
424(a).

6.12
Forfeiture by Order of Regulatory Agency. If the Companys or any of its
financial institution Subsidiaries capital falls below the minimum requirements
contained in 12 CFR 3 or below a higher requirement as determined by the Companys or
such Subsidiarys primary bank regulatory agency, such agency may direct the Company
to require Optionees to exercise or forfeit some or all of their Options. All options
granted under this Plan are subject to the terms of any such directive.

6.13
Effect of a Corporate Transaction. All Options, to the extent outstanding at the
time of a Corporate Transaction but not otherwise fully exercisable, shall automatically
accelerate so that the Options shall, immediately prior to the effective date of the
Corporate Transaction, become exercisable for all shares at the time subject to such
Options and may be exercised for any or all of those shares as fully vested shares of
Stock.

# ARTICLE VIISTOCK CERTIFICATES

The
Company shall not be required to issue or deliver any certificate for shares of Stock
purchased upon the exercise of any Option granted hereunder or any portion thereof prior
to fulfillment of all of the following conditions:

(a)       
          The admission of such shares to listing on all stock exchanges on which the
          Stock is then listed;

(b)       
          The completion of any registration or other qualification of such shares which
          the Committee shall deem necessary or advisable under any federal or state law
          or under the rulings or regulations of the Securities and Exchange Commission or
          any other governmental regulatory body;

(c)       
          The obtaining of any approval or other clearance from any federal or state
          governmental agency or body which the Committee shall determine to be necessary
          or advisable; and

(d)       
          The lapse of such reasonable period of time following the exercise of the Option
          as the Board from time to time may establish for reasons of administrative
          convenience.

Stock
certificates issued and delivered to Optionees shall bear such restrictive legends as the
Company shall deem necessary or advisable pursuant to applicable federal and state
securities laws. The inability of the Company to obtain approval from any regulatory body
having authority deemed by the Company to be necessary to the lawful issuance and sale of
any Stock pursuant to Options shall relieve the Company of any liability with respect to
the non-issuance or sale of the Stock as to which such approval shall not have been
obtained. However, the Company shall use its best efforts to obtain all such approvals.

10

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# ARTICLE VIIITERMINATION
AND AMENDMENT

8.1
Termination and Amendment. The Board may at any time terminate the Plan; provided,
however, that the Board (unless its actions are approved or ratified by the shareholders
of the Company within twelve months of the date that the Board amends the Plan) may not
amend the Plan to:

(a)       
          Increase the total number of shares of Stock issuable pursuant to Incentive
          Stock Options under the Plan, except as contemplated in Section 5.2 hereof; or

(b)       
          Change the class of employees eligible to receive Incentive Stock Options that
          may participate in the Plan.

8.2
Effect on Optionees Rights. No termination, amendment, or modification of the
Plan shall affect adversely a Optionees rights under a Stock Option Agreement
without the consent of the Optionee or his legal representative.

# ARTICLE IXRELATIONSHIP
TO OTHER COMPENSATION PLANS

The
adoption of the Plan shall not affect any other stock option, incentive, or other
compensation plans in effect for the Company or any of its Subsidiaries; nor shall the
adoption of the Plan preclude the Company or any of its Subsidiaries from establishing any
other form of incentive or other compensation plan for employees or Directors of the
Company or any of its Subsidiaries.

# ARTICLE X MISCELLANEOUS

10.1
Replacement or Amended Grants. At the sole discretion of the Committee, and subject
to the terms of the Plan, the Committee may modify outstanding Options or accept the
surrender of outstanding Options and grant new Options in substitution for them. However
no modification of an Option shall adversely affect a Optionees rights under a Stock
Option Agreement without the consent of the Optionee or his legal representative.

10.2
Forfeiture for Competition. If a Optionee provides services to a competitor of the
Company or any of its Subsidiaries, whether as an employee, officer, director, independent
contractor, consultant, agent, or otherwise, such services being of a nature that can
reasonably be expected to involve the skills and experience used or developed by the
Optionee while an Employee, then that Optionees rights under any Options outstanding
hereunder shall be forfeited and terminated subject in each case to a determination to the
contrary by the Committee.

10.3
Leave of Absence. Unless provided otherwise in a particular Stock Option Agreement,
the following provisions shall apply upon an Optionees commencement of an authorized
leave of absence:

(a)       
          The exercise schedule in effect for such Option shall be frozen as of the first
          day of the authorized leave, and the Option shall not become exercisable for any
          additional installments of shares of Stock during the period Optionee remains on
          such leave.

11

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(b)       
          Should the Optionee resume active Employee status within 60 days after the start
          date of the authorized leave, Optionee shall, for purposes of the applicable
          exercise schedule, receive service credit for the entire period of such leave.
          If the Optionee does not resume active Employee status within such 60-day
          period, then no service credit shall be given for the entire period of such
          leave.

(c)       
          If the Option is an Incentive Stock Option, then the following additional
          provision shall apply:

| | If
the leave of absence continues for more than three months, then the Option shall
automatically convert to a Non-Incentive Stock Option under the Federal tax laws upon the
expiration of such three-month period, unless the Optionees reemployment rights are
guaranteed by statute or written agreement. Following any such conversion of the Option,
all subsequent exercises of the Option, whether effected before or after Optionees
return to active Employee status, shall result in an immediate taxable event, and the
Company shall be required to collect from Optionee the Federal, state and local income and
employment withholding taxes applicable to such exercise.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)       
          In no event shall the Option become exercisable for any additional shares or
          otherwise remain outstanding if Optionee does not resume Employee status prior
          to the Expiration Date of the option term.

10.4 Plan  Binding on  Successors.
The Plan shall be binding upon the  successors  and assigns of the Company.

10.5 Headings,  etc.,  No Part of Plan.  Headings of Articles  and  Sections  hereof are  inserted for
convenience and reference; they do not constitute part of the Plan.

10.6
Section 16 Compliance. With respect to Section 16 Insiders, transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors
under the Exchange Act. To the extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed void to the extent permitted by law and deemed
advisable by the Committee. In addition, if necessary to comply with Rule 16b-3 with
respect to any grant of an Option hereunder, and in addition to any other vesting or
holding period specified hereunder or in an applicable Stock Option Agreement, any Section
16 Insider acquiring an Option shall be required to hold either the Option or the
underlying shares of Stock obtained upon exercise of the Option for a minimum of six
months.

IN
WITNESS WHEREOF, the Company has caused this Plan to be executed as of February 14, 2006,
in accordance with the authority provided by the Board of Directors.

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Exhibit A

TO THEBANKGREENVILLE
FINANCIAL CORPORATION2006 STOCK INCENTIVE PLAN

# NOTICE OF EXERCISE

The undersigned
hereby notifies BankGreenville Financial Corporation (the Company) of
this election to exercise the undersigneds stock option to purchase shares of the
Companys common stock, no par value (the Common Stock), pursuant to the
Stock Option Agreement (the Agreement) between the undersigned and the Company
dated, 20. Accompanying this Notice is (1) a certified or a cashiers
check in the amount of $ payable to the Company, and/or (2) _______________ shares
of the Companys Common Stock presently owned by the undersigned and duly endorsed or
accompanied by stock transfer powers, having an aggregate Fair Market Value (as defined in
the BankGreenville Financial Corporation 2006 Stock Incentive Plan) as of the date hereof
of $__________________, such amounts being equal, in the aggregate, to the purchase price
per share set forth in Section 3 of the Agreement multiplied by the number of shares being
purchased hereby (in each instance subject to appropriate adjustment pursuant to Section
5.2 of the Agreement).

IN WITNESS WHEREOF, the undersigned has set hishand and seal, this ____ day of __________, 20____.

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EXHIBIT B to
BANKGREENVILLE FINANCIAL CORPORATION 2006 STOCK INCENTIVE PLAN Form of Employee Stock
Option Agreement Certificate

---

BankGreenville
Financial Corporation STOCK OPTION CERTIFICATE [INSERT NAME OF
OPTIONEE]

BankGreenville
Financial Corporation, a South Carolina corporation (the Company), hereby
grants to the optionee named above (the Optionee) an option (this
Option) to purchase the total number of shares shown below of Common Stock of
the Company (the Shares) at the exercise price per share set forth below (the
Exercise Price), subject to all of the terms and conditions on the reverse
side of this Stock Option Certificate and in the Companys 2006 Stock Incentive Plan
(the Plan), which are incorporated herein by reference. Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Plan.

|                                                                                 |  | 
|-------------------------------------------------------------------------------- |  | 
|                                                                                 |  | 
|By signing below, the Optionee                                                   |  | 
|acknowledges                                                                     |  | 
|                                                                                 |  | 
|1. Receipt of the Prospectus;                                                    |  | 
|                                                                                 |  | 
|2. Receipt of a copy of the Plan,                                                |  | 
|represents that he or she has read and                                           |  | 
|understands the terms and provisions                                             |  | 
|of the Plan, and accepts this Option                                             |  | 
|subject to all the terms and conditions                                          |  | 
|of the Plan and this Stock Option                                                |  | 
|Certificate;                                                                     |  | 
|                                                                                 |  | 
|3. Receipt of or access to the Form                                              |  | 
|10-K on the company's web site, at                                               |  | 
|www.bankgreenville.org under                                                     |  | 
|Investor Information, access to the                                              |  | 
|Company's web site, and consent to                                               |  | 
|receiving a copy of the Form 10-K                                                |  | 
|electronically; and                                                              |  | 
|                                                                                 |  | 
|4. That there may be adverse tax                                                 |  | 
|consequences upon exercise of this                                               |  | 
|Option or disposition of the Shares                                              |  | 
|and that he or she should consult                                                |  | 
|a tax adviser prior to such exercise                                             |  | 
|or disposition                                                                   |  | 
|Signature: _________________                                                     |  | 
|Optionee Name: _________________________________________________________________ |  | 

# This is not a stock certificate or a negotiable instrument.

---

1.    
          Exercise Terms. The Optionee must exercise the Option for at least the
          lesser of 100 shares or the number of shares of Purchasable Stock as to which
          the Option remains unexercised. If this Option is not exercised with respect to
          all or any part of the shares subject to this Option prior to its expiration,
          the shares with respect to which this Option was not exercised shall no longer
          be subject to this Option.

2.    
          Restrictions on Transferability. No Option shall be transferable by an
          Optionee other than by will or the laws of descent and distribution or pursuant
          to a Qualified Domestic Relations Order. During the lifetime of an Optionee,
          Options shall be exercisable only by such Optionee (or by such Optionees
          guardian or legal representative, should one be appointed). The shares purchased
          pursuant to the exercise of an Incentive Stock Option shall not be transferred
          by the Optionee except pursuant to the Optionees will, or the laws of
          descent and distribution, until such date which is the later of two years after
          the grant of such Incentive Stock Option or one year after the transfer of the
          shares to the Optionee pursuant to the exercise of such Incentive Stock Option.

3.    
          Termination of Employment. (a) In the event of the termination of the
          Optionees employment with the Company or any of its Subsidiaries, other
          than a termination that is either (i) for cause, (ii) voluntary on the part of
          the Optionee and without written consent of the Company, or (iii) for reasons of
          death or disability or retirement, the Optionee may exercise this Option at any
          time within three months after such termination to the extent of the number of
          shares which were Purchasable hereunder at the date of such termination. At the
          end of this three month period, this Option, to the extent not previously
          exercised, shall terminate immediately and shall not thereafter be or become
          exercisable.

(b)    
          In the event of a termination of the Optionees employment that is either
          (i) for cause or (ii) voluntary on the part of the Optionee and without the
          written consent of the Company, this Option, to the extent not previously
          exercised, shall terminate immediately and shall not thereafter be or become
          exercisable.

(c)    
          In the event of termination of employment because of the Optionees
          Permanent and Total Disability, the Optionee (or his or her personal
          representative) may exercise this Option within a period ending on the earlier
          of (i) the last day of the one year period following the Optionees
          Permanent and Total Disability or (ii) the expiration date of this Option, to
          the extent of the number of shares which were Purchasable hereunder at the date
          of such termination.

(d)    
          Subject to Section 5 below, in the event of the retirement of the Optionee after
          a minimum of five years of employment or the age of 55 (whichever occurs first),
          the Optionee shall continue to have the right to exercise any options for shares
          which were Purchasable at the date of the Optionees retirement if within
          10 days following the date of retirement the Optionee enters into a non-compete
          agreement in the form specified by the Company (or, if the Optionee has an
          existing agreement with the Company containing a non-compete provision, if the
          Optionee acknowledges and confirms the continuing effectiveness of such
          agreement) and the Optionee continues to comply with such non-compete agreement.
          The Optionee acknowledges that any incentive stock options may become
          nonqualified stock options upon the extension of the term as described in this
          Section.

(e)    
          In the event of the Optionees death while employed by the Company or any
          of its Subsidiaries or within three months after a termination of such
          employment (if such termination was neither (i) for cause nor (ii) voluntary on
          the part of the Optionee and without the written consent of the Company), the
          appropriate persons described in Section 4 hereof or persons to whom all or a
          portion of this Option is transferred in accordance with Section 2 hereof may
          exercise this Option at any time within a period ending on the earlier of (a)
          the last day of the one year period following the Optionees death or (b)
          the expiration date of this Option. If the Optionee was an employee of the
          Company at the time of death, this Option may be so exercised to the extent of
          the number of shares that were Purchasable hereunder at the date of death. If
          the Optionees employment terminated prior to his or her death, this Option
          may be exercised only to the extent of the number of shares covered by this
          Option which were Purchasable hereunder at the date of such termination.

4.    
          Notice of Exercise. This Option may be exercised by the Optionee, by a
          written notice signed by the Optionee and delivered or mailed to the Company as
          specified in this Agreement to the attention of the President or such other
          officer as the Company may designate. Any such notice shall (a) specify the
          number of shares of Stock which the Optionee then elects to purchase hereunder,
          (b) contain such information as may be reasonably required by the Company
          pursuant to this Agreement, and (c) be accompanied by (i) a certified or
          cashiers check payable to the Company in payment of the total Exercise
          Price applicable to such shares as provided herein, (ii) shares of stock owned
          by the Optionee and duly endorsed or accompanied by stock transfer powers having
          a Fair Market Value equal to the total Exercise Price applicable to such shares
          purchased hereunder, or (iii) a certified or cashiers check accompanied by
          the number of shares of stock where Fair Market Value when added to the amount
          of the check equal the total Exercise Price applicable to such shares purchased
          hereunder. Upon receipt of any such notice and accompanying payment, and subject
          to the terms hereof, the Company agrees to issue to the Optionee stock
          certificates for the number of shares specified in such notice registered in the
          name of the person exercising this Option. In the event of the Optionees
          death or Permanent and Total Disability, the Option may be exercised as
          described above by, and the Option shall be granted in the name of, the
          Optionees administrators, executors or personal representatives.

5.    
          Forfeiture. (a) The forfeiture provisions described Section 5(b) below
          will be triggered (i) if the Optionee breaches any noncompetition,
          nonsoliciation, or similar provision of an agreement then in effect between the
          Optionee and the Company or any of its subsidiaries or (ii) if the Optionee is
          not then subject to any such agreement, then if at any time within the later of
          (x) one year after termination of the Optionees employment or (y) one year
          after the Optionees exercise of any portion of this Option, the Optionee
          engages in any of the Forfeiture Activities. Forfeiture Activity for
          purposes of clause (ii) above shall include (A) the provision of services to a
          competitor of the Company or any of its subsidiaries within any county that the
          Company has an office or operates a branch, whether as an employee, officer,
          director, independent contractor, consultant, agent, or otherwise, such services
          being of a nature that can reasonably be expected to involve the skills and
          experience used or developed by the Optionee while an Employee; (B) any activity
          which constitutes a violation of any confidentiality or similar provision of any
          agreement between the Company and the Optionee or violation by the Optionee of
          any Company policies pertaining to such matters; or (c) any activity which is
          inimical, contrary, or harmful to the interests of the Company (including
          conduct related to the Optionees employment for which either criminal or
          civil penalties against the Optionee may be sought or violation of the
          Companys policies, including the Companys insider trading policy).

(b)    
          If the forfeiture provisions are triggered pursuant to Section 5(a) above, then
          (i) this Option shall terminate effective the date on which the Optionee
          breaches the agreement or engages in the Forfeiture Activity, unless terminating
          sooner by operation of another term or condition of this Option or the Plan, and
          (ii) any Option Gain realized by the Optionee from exercising all or a portion
          of this Option within the preceding year shall be paid by the Optionee to the
          Company. Option Gain shall mean the gain represented by the mean
          market price on the date of exercise over the Exercise Price, multiplied by the
          number of shares purchased through exercise of the Option, without regard to any
          subsequent market price decrease or increase, but net of any taxes actually paid
          on the gain.

(c)    
          By accepting this Agreement, the Optionee consents to a deduction from any
          amounts the Company owes the Optionee from time to time (including amounts owed
          as wages or other compensation, fringe benefits, or vacation pay), to the extent
          of the amounts the Optionee owes the Company under this Section. Whether or not
          the Company elects to make any set-off in whole or in part, if the Company does
          not recover by means of set-off the full amount owed by the Optionee to the
          Company, calculated as set forth above, the Optionee shall pay immediately the
          unpaid balance to the Company. The Optionee hereby appoints the Company as its
          attorney-in-fact to execute any documents or do any acts necessary to exercise
          its rights under this Section.

(d)    
          The Optionee may be released from its obligations under this Section only if the
          Board of Directors (or its duly appointed agent) determines in its sole
          discretion that such action is in the best interests of the Company.

6.    
          Vesting and Exercise of Shares. This Option shall vest and become
          exercisable in accordance with the vesting schedule set forth on the front of
          this Stock Option Certificate if the Option has not been terminated prior to
          such date pursuant to Section 3. However, the Option shall not continue to vest
          during the limited period of exercisability following the Optionees
          termination of employment provided for in Section 3 above. During such period,
          the Option may only be exercised with respect to the number of shares for which
          it was exercisable at the time of such termination of employment. After vesting,
          the Option may be exercised with respect to the vested shares at any time until
          the Expiration Date if the Option has not been terminated prior to such date
          pursuant to Section 3.

7.    
          Compliance with Regulatory Matters. The Optionee acknowledges that the
          issuance of capital stock of the Company is subject to limitations imposed by
          federal and state law and the Optionee hereby agrees that the Company shall not
          be obligated to issue any shares of Stock upon exercise of this Option that
          would cause the Company to violate any law or any rule, regulation, order or
          consent decree of any regulatory authority (including without limitation the
          Securities and Exchange Commission) having jurisdiction over the affairs of the
          Company. Regulators of the Company or any of its Subsidiaries may direct the
          Company to require the Optionee to exercise or forfeit some of all of this
          Option if the Companys or any of its Subsidiaries capital falls
          below minimum regulatory requirements. The Optionee agrees that he or she will
          provide the Company with such information as is reasonably requested by the
          Company or its counsel to determine whether the issuance of stock complies with
          the provisions described by this Section.

8.    
          Miscellaneous. (a) The number of Shares subject to this Option, the
          Exercise Price, and other matters are subject to adjustment during the term of
          this Option in accordance with Section 5.2 of the Stock Incentive Plan.

(b)    
          This agreement shall be binding upon the parties hereto and their
          representatives, successors and assigns.

(c)    
          This Agreement is executed and delivered in, and shall be governed by the laws
          of, the State of South Carolina.

(d)    
          Any requests or notices to be given hereunder shall be deemed given, and any
          elections or exercises to be made or accomplished shall be deemed made or
          accomplished, upon actual delivery thereof to the designated recipient, or three
          days after deposit thereof in the United States mail, registered, return receipt
          requested and postage prepaid, addressed, if to the Optionee, at the address set
          forth on the reverse side of this Stock Option Certificate and, if to the
          Company, to the address of its then current executive offices.

(e)    
          This Agreement may not be modified except in writing executed by each of the
          parties hereto.

(f)    
          This Option does not confer upon the Optionee any right with respect to
          continuance of employment by the Company or by any of its Subsidiaries. This
          Option shall not be affected by any change of employment so long as the Optionee
          continues to be an employee of the Company or one of its Subsidiaries