# Exhibit 10.12

Employment Agreement between Atlantic
Bancshares, Inc. and Todd D. Hoke dated September 7, 2005.*

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# Exhibit 10.12

EMPLOYMENT AGREEMENT

THIS
EMPLOYMENT AGREEMENT (this Agreement) dated as of September 7, 2005 is made by
and between Atlantic Bancshares, Inc., a South Carolina corporation (the
Employer or the Company), which is the holding company for
Atlantic Community Bank (Proposed), a proposed South Carolina state bank (the
Bank), and Todd D. Hoke, an individual resident of South Carolina (the
Executive). Each of the Organizers of the Bank shall also be a party to this
Agreement until the date the Bank opens.

The
Employer is in the process of organizing the Bank, and the Executive has agreed to serve
as Chief Credit Officer of the Bank and of the Company. Upon completion of the
organization of the Bank, the Bank will automatically become a party to this Agreement,
and all references to the term Employer as used herein shall refer to the
Company and the Bank.

The
Employer recognizes that the Executives contribution to the growth and success of
the Bank during its organization and initial years of operations will be a significant
factor in the success of the Bank. The Employer desires to provide for the employment of
the Executive in a manner which will reinforce and encourage the dedication of the
Executive to the Bank and promote the best interests of the Bank and its shareholders. The
Executive is willing to serve the Employer on the terms and conditions herein provided.
Certain terms used in this Agreement are defined in Section 17 hereof.

This
Agreement will be submitted to the South Carolina Board of Financial Institutions and the
FDIC in connection with the regulatory applications related to the formation of the Bank.
The parties hereto agree to any amendments to this Agreement as may be required in
connection with obtaining such regulatory approvals.

In
consideration of the foregoing, the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

1.    
          Employment. The Employer shall employ the Executive, and the Executive
          shall serve the Employer, as Chief Credit Officer of the Bank and of the Company
          upon the terms and conditions set forth herein. The Executive shall have such
          authority and responsibilities consistent with his position as are set forth in
          the Companys or the Banks Bylaws or assigned by the Companys
          or the Banks Board of Directors (collectively, the Board) from
          time to time. The Executive shall devote his full business time, attention,
          skill and efforts to the performance of his duties hereunder, except during
          periods of illness or periods of vacation and leaves of absence consistent with
          Bank policy. The Executive may devote reasonable periods to service as a
          director or advisor to other organizations, to charitable and community
          activities, and to managing his personal investments, provided that such
          activities do not materially interfere with the performance of his duties
          hereunder and are not in conflict or competitive with, or adverse to, the
          interests of the Company or the Bank.

2.    
          Term. Unless earlier terminated as provided herein, the Executives
          employment under this Agreement shall commence on the date hereof and be for a
          term of three years (the Initial Term). The employment shall be
          extended for additional terms of one year each (Additional Term)
          unless a Notice of Termination, as defined hereinafter, shall be delivered by
          the Bank and the Company to Executive not less than six months prior to the end
          of the Initial Term or six months prior to the end of the Additional Term, if
          applicable. Notwithstanding the foregoing, the term of employment hereunder will
          end on the date that the Executive attains the retirement age, if any, specified
          in the Companys or Banks Bylaws or by the Board. A Notice of
          Termination shall mean a written notice of termination from the Company or the
          Executive which specifies an effective date of termination, indicates the
          specific termination provision in this Agreement relied upon and sets forth in
          reasonable detail the facts and circumstances claimed to provide a basis for
          termination of the Executives employment under the provision so indicated.

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3.    
          Compensation and Benefits.

(a)    
          Starting September 7, 2005, the Employer shall pay the Executive an initial
          annual base salary of $95,000.00, plus yearly medical and dental insurance
          premiums on the same basis as other employees are paid as determined by the
          Board. Prior to the date the Bank opens for business to the public (the
          Opening Date), the salary will be paid bi-monthly. Following the
          Opening Date, the salary will be paid in accordance with the Banks
          standard payroll procedures. The Board (or an appropriate committee of the
          Board) shall review the Executives performance and salary at least
          annually and may increase the Executives base salary if it determines in
          its sole discretion that an additional increase is appropriate.

(b)    
          The Executive shall participate in the Banks long-term equity incentive
          program and be eligible for the grant of stock options, restricted stock, and
          other awards thereunder or under any similar plan as and when such plan is
          adopted by the Company. As soon as an appropriate stock option plan is adopted
          by the Board, the Company shall grant to the Executive an option to purchase a
          number of shares of Common Stock equal to 1% of the number of shares sold in the
          offering. The award agreement for the stock option shall provide that one-fifth
          of the shares subject to the option will vest on each of the first five
          anniversaries of the Opening Date, but only if the Executive remains employed by
          the Company or one of its subsidiaries on such date, and shall contain other
          customary terms and conditions. Nothing herein shall be deemed to preclude the
          granting to the Executive of warrants or options under a director option plan in
          addition to the options granted hereunder. The exercise price of the options
          will be equal to the fair market value of the stock on the date of grant.

(c)    
          The Executive shall participate in all retirement, health, welfare and other
          benefit plans or programs of the Employer now or hereafter applicable generally
          to employees of the Employer or to a class of employees that includes senior
          executives of the Employer.

(d)    
          The Employer shall provide the Executive with an automobile either owned or
          leased by the Company or the Bank of a make and model appropriate to the
          Executives status. The monthly payment of this automobile shall not exceed
          $350 per month. Insurance, taxes and other related automobile expenses shall
          also be paid by the Bank. Until the Employer provides this automobile, the
          Employer will reimburse the Executive for the use of his personal automobile at
          the IRS legal mileage rate.

(e)    
          The Employer shall reimburse the Executive for reasonable travel and other
          expenses, including cell phone expenses related to the Executives duties
          which are incurred and accounted for in accordance with the normal practices of
          the Employer.

(f)    
          The Employer shall provide the Executive with four weeks paid vacation per
          year, which shall be taken in accordance with any banking rules or regulations
          governing vacation leave.

4.    
          Termination.

(a)    
          The Executives employment under this Agreement may be terminated prior to
          the end of the Term only as provided in this Section 4.

(b)    
          The Agreement will be terminated upon the death of the Executive. In this event,
          the Executives estate shall receive any sums due him as base salary and/or
          reimbursement of expenses through the end of the month during which death
          occurred, plus any bonus earned or accrued through the date of death (including
          any amounts awarded for previous years but which were not yet vested).

(c)    
          The Employer may terminate this Agreement upon the disability of the Executive
          for a period of 180 days which, in the opinion of the Board of Directors,
          renders him unable to perform the essential functions of his job and for which
          reasonable accommodation is unavailable. For purposes of this Agreement, a
          disability is defined as a physical or mental impairment that
          substantially limits two or more major life activities, and a reasonable
          accommodation is one that does not impose an undue hardship on the
          Employer. During the period of any incapacity leading up to the termination of
          the Executives employment under this provision, the Employer shall

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continue to pay the Executive his
full base salary at the rate then in effect and all perquisites and other benefits (other
than any bonus) until the Executive becomes eligible for benefits under any long-term
disability plan or insurance program maintained by the Employer, provided that the amount
of any such payments to the Executive shall be reduced by the sum of the amounts, if any,
payable to the Executive for the same period under any other disability benefit or pension
plan covering the Executive. Furthermore, the Executive shall receive any bonus earned or
accrued through the date of incapacity (including any amounts awarded for previous years
but which were not yet vested).

(d)    
          The Employer may terminate this Agreement for Cause upon delivery of a Notice of
          Termination to the Executive. If the Executives employment is terminated
          for Cause under this provision, the Executive shall receive only any sums due
          him as base salary and/or reimbursement of expenses through the date of such
          termination.

(e)    
          The Employer may terminate this Agreement without Cause upon delivery of a
          Notice of Termination to the Executive. If the Executives employment is
          terminated without Cause under this provision, the Employer shall pay to the
          Executive severance compensation in an amount equal to 100% of his then current
          monthly base salary each month for 12 months from the date of termination, plus
          any bonus earned or accrued through the date of termination (including any
          amounts awarded for previous years but which were not yet vested).

(f)    
          The Executive may terminate this Agreement at any time by delivering a Notice of
          Termination. If the Executive resigns under this provision, the Executive shall
          receive any sums due him as base salary and/or reimbursement of expenses through
          the date of such termination.

(g)    
          The Executive may terminate this Agreement for Good Reason upon delivery of a
          Notice of Termination to the Employer within a 90-day period beginning on the
          30th day after the occurrence of a Change in Control or within a 90-day period
          beginning on the one year anniversary of the occurrence of a Change in Control.
          If the Executives employment is terminated by the Executive pursuant to
          this provision, in addition to other rights and remedies available in law or
          equity, the Executive shall be entitled to the following:

| | (i)       

           the Employer shall pay the Executive in cash within fifteen days of the date of
          termination severance compensation in an amount equal to his then current
          monthly base salary multiplied by 36, plus any bonus earned or accrued through
          the date of termination (including any amounts awarded for previous years but
          which were not yet vested);
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| | (ii)      
           for a period of three years, the Employer shall at its expense continue on
          behalf of the Executive and his dependents and beneficiaries the life insurance,
          disability, medical, dental, and hospitalization benefits provided (x) to
          the Executive at any time during the 90-day period prior to the Change in
          Control or at any time thereafter or (y) to other similarly situated
          executives who continue in the employ of the Employer. Such coverage and
          benefits (including deductibles and costs) shall be no less favorable to the
          Executive and his dependents and beneficiaries than the most favorable of such
          coverages and benefits referred to above. The Employers obligation
          hereunder with respect to the foregoing benefits shall be limited to the extent
          that the Executive obtains any such benefits pursuant to a subsequent
          employers benefit plans, in which case the Employer may reduce the
          coverage of any benefits it is required to provide the Executive hereunder as
          long as the aggregate coverages and benefits of the combined benefit plans is no
          less favorable to the Executive than the coverages and benefits required to be
          provided hereunder. This subsection (ii) shall not be interpreted so as to limit
          any benefits to which the Executive or his dependents or beneficiaries may be
          entitled under any of the Employers employee benefit plans, programs, or
          practices following the Executives termination of employment, including,
          without limitation, retiree medical and life insurance benefits; and
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| | (iii)     
           the restrictions on any outstanding incentive awards (including restricted
          stock) granted to the Executive under the Companys or the Banks
          long-term equity incentive program or any other incentive plan or arrangement
          shall lapse and such awards shall become 100% vested, all stock options and
          stock appreciation rights granted to the Executive shall become immediately
          exercisable
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| | and
shall become 100% vested, all performance units granted to the Executive shall become 100%
vested, and the restrictive covenants contained in Section 9 shall not apply to the
Executive.
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(h)    
          The Employer may terminate this Agreement if its effort to organize the Bank is
          abandoned, or if the Company or the Bank receives notice or otherwise has reason
          to believe that it will not receive approval of any bank regulatory application
          in connection with the formation of the Bank and the Board determines in good
          faith that the Executives actions, inactions, lack of experience, or
          background was a material factor in the failure to obtain such approval. If the
          Executives employment is terminated under this provision, the Employer
          shall pay to the Executive severance compensation in an amount equal to 100% of
          his then current monthly base salary each month for six months from the date of
          termination, but shall not be obligated to pay any portion of any bonus.

(i)    
          With the exceptions of the provisions of this Section 4, and the express terms
          of any benefit plan under which the Executive is a participant, it is agreed
          that, upon termination of the Executives employment, the Employer shall
          have no obligation to the Executive for, and the Executive waives and
          relinquishes, any further compensation or benefits (exclusive of COBRA
          benefits). Unless otherwise stated in this Section 4, the effect of termination
          on any outstanding incentive awards, stock options, stock appreciation rights,
          performance units, or other incentives shall be governed by the terms of the
          applicable benefit or incentive plan and/or the agreements governing such
          incentives. At the time of termination of employment, the Employer and the
          Executive shall enter into a mutually satisfactory form of release acknowledging
          such remaining obligations and discharging both parties, as well as the
          Employers officers, directors and employees with respect to their actions
          for or on behalf of the Employer, from any other claims or obligations arising
          out of or in connection with the Executives employment by the Employer,
          including the circumstances of such termination.

(j)    
          The parties intend that the severance payments and other compensation provided
          for herein are reasonable compensation for the Executives services to the
          Employer and shall not constitute excess parachute payments within
          the meaning of Section 280G of the Internal Revenue Code of 1986 and any
          regulations thereunder. In the event that the Employers independent
          accountants acting as auditors for the Employer on the date of a Change in
          Control determine that the payments provided for herein constitute excess
          parachute payments, then the compensation payable hereunder shall be
          reduced to an amount the value of which is $1.00 less than the maximum amount
          that could be paid to the Executive without the compensation being treated as
          excess parachute payments under Section 280G. The allocations of the
          reduction required hereby among the termination benefits payable to the
          Executive shall be determined by the Executive.

5.    
          Ownership of Work Product. The Employer shall own all Work Product
          arising during the course of the Executives employment (prior, present or
          future). For purposes hereof, Work Product shall mean all
          intellectual property rights, including all Trade Secrets, U.S. and
          international copyrights, patentable inventions, and other intellectual property
          rights in any programming, documentation, technology or other work product that
          relates to the Employer, its business or its customers and that the Executive
          conceives, develops, or delivers to the Employer at any time during his
          employment, during or outside normal working hours, in or away from the
          facilities of the Employer, and whether or not requested by the Employer. If the
          Work Product contains any materials, programming or intellectual property rights
          that the Executive conceived or developed prior to, and independent of, the
          Executives work for the Employer, the Executive agrees to point out the
          pre-existing items to the Employer and the Executive grants the Employer a
          worldwide, unrestricted, royalty-free right, including the right to sublicense
          such items. The Executive agrees to take such actions and execute such further
          acknowledgments and assignments as the Employer may reasonably request to give
          effect to this provision.

6.   
          Protection of Trade Secrets. The Executive agrees to maintain in strict
          confidence and, except as necessary to perform his duties for the Employer, the
          Executive agrees not to use or disclose any Trade Secrets of the Employer during
          or after his employment. Trade Secret means information, including a
          formula, pattern, compilation, program, device, method, technique, process,
          drawing, cost data or customer list, that: (i) derives economic value, actual or
          potential, from not being generally known to, and not being readily
          ascertainable by proper means by, other persons who can obtain economic value
          from its disclosure or use; and (ii) is the subject of efforts that are
          reasonable under the circumstances to maintain its secrecy.

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7.    
          Protection of Other Confidential Information. In addition, the Executive
          agrees to maintain in strict confidence and, except as necessary to perform his
          duties for the Employer, not to use or disclose any Confidential Business
          Information of the Employer during his employment and for a period of 24 months
          following termination of the Executives employment. Confidential
          Business Information shall mean any internal, non-public information
          (other than Trade Secrets already addressed above) concerning the
          Employers financial position and results of operations (including
          revenues, assets, net income, etc.); annual and long-range business plans;
          product or service plans; marketing plans and methods; training, educational and
          administrative manuals; customer and supplier information and purchase
          histories; and employee lists. The provisions of Sections 6 and 7 shall also
          apply to protect Trade Secrets and Confidential Business Information of third
          parties provided to the Employer under an obligation of secrecy.

8.    
          Return of Materials. The Executive shall surrender to the Employer,
          promptly upon its request and in any event upon termination of the
          Executives employment, all media, documents, notebooks, computer programs,
          handbooks, data files, models, samples, price lists, drawings, customer lists,
          prospect data, or other material of any nature whatsoever (in tangible or
          electronic form) in the Executives possession or control, including all
          copies thereof, relating to the Employer, its business, or its customers. Upon
          the request of the Employer, the Executive shall certify in writing compliance
          with the foregoing requirement.

9.    
          Restrictive Covenants.

(a)    
          No Solicitation of Customers. During the Executives employment with
          the Employer and for a period of 12 months thereafter, the Executive shall not
          (except on behalf of or with the prior written consent of the Employer), either
          directly or indirectly, on the Executives own behalf or in the service or
          on behalf of others, (A) solicit, divert, or appropriate to or for a Competing
          Business, or (B) attempt to solicit, divert, or appropriate to or for a
          Competing Business, any person or entity that is or was a customer of the
          Employer or any of its Affiliates at any time during the 12 months prior to the
          date of termination and with whom the Executive has had material contact.

(b)    
          No Recruitment of Personnel. During the Executives employment with
          the Employer and for a period of 12 months thereafter, the Executive shall not,
          either directly or indirectly, on the Executives own behalf or in the
          service or on behalf of others, (A) solicit, divert, or hire away, or (B)
          attempt to solicit, divert, or hire away, to any Competing Business located in
          the Territory, any employee of or consultant to the Employer or any of its
          Affiliates, regardless of whether the employee or consultant is full-time or
          temporary, the employment or engagement is pursuant to written agreement, or the
          employment is for a determined period or is at will.

(c)    
          Non-Competition Agreement. During the Executives employment with
          the Employer and for a period of 12 months thereafter, the Executive shall not
          (without the prior written consent of the Employer) compete with the Employer or
          any of its Affiliates by, directly or indirectly, forming, serving as an
          organizer, director or officer of, or consultant to, or acquiring or maintaining
          more than a 1% passive investment in, a depository financial institution or
          holding company therefor if such depository institution or holding company has
          one or more offices or branches located in the Territory. Notwithstanding the
          foregoing, the Executive may serve as an officer of or consultant to a
          depository institution or holding company therefor even though such institution
          operates one or more offices or branches in the Territory, if the
          Executives employment does not directly involve, in whole or in part, the
          depository financial institutions or holding companys operations in
          the Territory.

10.   
          Independent Provisions. The provisions in each of the above Sections
          9(a), 9(b), and 9(c) are independent, and the unenforceability of any one
          provision shall not affect the enforceability of any other provision.

11.   
          Successors; Binding Agreement. The rights and obligations of this
          Agreement shall bind and inure to the benefit of the surviving corporation in
          any merger or consolidation in which the Employer is a party, or any assignee of
          all or substantially all of the Employers business and properties. The
          Executives rights and obligations under this Agreement may not be assigned
          by him, except that his right to receive accrued but unpaid compensation,
          unreimbursed expenses and other rights, if any, provided under this Agreement
          which survive termination of this Agreement shall pass after death to the
          personal representatives of his estate.

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12.    
          Notice. For the purposes of this Agreement, notices and all other
          communications provided for in the Agreement shall be in writing and shall be
          deemed to have been duly given when personally delivered or sent by certified
          mail, return receipt requested, postage prepaid, addressed to the respective
          addresses last given by each party to the other; provided,
          however, that all notices to the Employer shall be directed to the
          attention of the Employer with a copy to the Secretary of the Employer. All
          notices and communications shall be deemed to have been received on the date of
          delivery thereof.

13.  
          Governing Law. This Agreement shall be governed by and construed and
          enforced in accordance with the laws of the State of South Carolina without
          giving effect to the conflict of laws principles thereof. Any action brought by
          any party to this Agreement shall be brought and maintained in a court of
          competent jurisdiction in State of South Carolina.

14.   
          Non-Waiver. Failure of the Employer to enforce any of the provisions of
          this Agreement or any rights with respect thereto shall in no way be considered
          to be a waiver of such provisions or rights, or in any way affect the validity
          of this Agreement.

15.   
          Enforcement. The Executive agrees that in the event of any breach or
          threatened breach by the Executive of any covenant contained in Section 9(a),
          9(b), or 9(c) hereof, the resulting injuries to the Employer would be difficult
          or impossible to estimate accurately, even though irreparable injury or damages
          would certainly result. Accordingly, an award of legal damages, if without other
          relief, would be inadequate to protect the Employer. The Executive, therefore,
          agrees that in the event of any such breach, the Employer shall be entitled to
          obtain from a court of competent jurisdiction an injunction to restrain the
          breach or anticipated breach of any such covenant, and to obtain any other
          available legal, equitable, statutory, or contractual relief. Should the
          Employer have cause to seek such relief, no bond shall be required from the
          Employer, and the Executive shall pay all attorneys fees and court costs
          which the Employer may incur to the extent the Employer prevails in its
          enforcement action.

16.   
          Saving Clause. The provisions of this Agreement shall be deemed severable
          and the invalidity or unenforceability of any provision shall not affect the
          validity or enforceability of the other provisions hereof. If any provision or
          clause of this Agreement, or portion thereof, shall be held by any court or
          other tribunal of competent jurisdiction to be illegal, void, or unenforceable
          in such jurisdiction, the remainder of such provision shall not be thereby
          affected and shall be given full effect, without regard to the invalid portion.
          It is the intention of the parties that, if any court construes any provision or
          clause of this Agreement, or any portion thereof, to be illegal, void, or
          unenforceable because of the duration of such provision or the area or matter
          covered thereby, such court shall reduce the duration, area, or matter of such
          provision, and, in its reduced form, such provision shall then be enforceable
          and shall be enforced. The Executive and the Employer hereby agree that they
          will negotiate in good faith to amend this Agreement from time to time to modify
          the terms of Sections 9(a), 9(b) or 9(c), the definition of the term
          Territory, and the definition of the term Business, to
          reflect changes in the Employers business and affairs so that the scope of
          the limitations placed on the Executives activities by Section 9
          accomplishes the parties intent in relation to the then current facts and
          circumstances. Any such amendment shall be effective only when completed in
          writing and signed by the Executive and the Employer.

17.   
          Certain Definitions.

(a)    
          Affiliate shall mean any business entity controlled by,
          controlling or under common control with the Employer.

(b)    
          Business shall mean the operation of a depository financial
          institution, including, without limitation, the solicitation and acceptance of
          deposits of money and commercial paper, the solicitation and funding of loans
          and the provision of other banking services, and any other related business
          engaged in by the Employer or any of its Affiliates as of the date of
          termination.

(c)    
          Cause shall consist of any of (A) the commission by the
          Executive of a willful act (including, without limitation, a dishonest or
          fraudulent act) or a grossly negligent act, or the willful or grossly negligent
          omission

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to act by the Executive, which is
intended to cause, causes or is reasonably likely to cause material harm to the Employer
(including harm to its business reputation), (B) the indictment of the Executive for the
commission or perpetration by the Executive of any felony or any crime involving
dishonesty, moral turpitude or fraud, (C) the material breach by the Executive of
this Agreement that, if susceptible of cure, remains uncured ten days following written
notice to the Executive of such breach, (D) the receipt of any form of notice,
written or otherwise, that any regulatory agency having jurisdiction over the Employer
intends to institute any form of formal or informal (e.g., a memorandum of
understanding which relates to the Executives performance) regulatory action against
the Executive or the Employer or the Employer (provided that the Board of Directors
determines in good faith, that the subject matter of such action involves acts or
omissions by or under the supervision of the Executive or that termination of the
Executive would materially advance the Employers compliance with the purpose of the
action or would materially assist the Employer in avoiding or reducing the restrictions or
adverse effects to the Employer related to the regulatory action); (E) the exhibition by
the Executive of a standard of behavior within the scope of his employment that is
materially disruptive to the orderly conduct of the Employers business operations
(including, without limitation, substance abuse or sexual misconduct) to a level which, in
the Board of Directors good faith and reasonable judgment, with the Executive
abstaining from participating in the consideration of and vote on the matter, is
materially detrimental to the Employers best interest, that, if susceptible of cure
remains uncured ten days following written notice to the Executive of such specific
inappropriate behavior; or (F) the failure of the Executive to devote his full business
time and attention to his employment as provided under this Agreement that, if susceptible
of cure, remains uncured 30 days following written notice to the Executive of such
failure. In order for the Board of Directors to make a determination that termination
shall be for Cause, the Board must provide the Executive and Executives counsel with
an opportunity to meet with the Board in person.

(d)    
          Change in Control shall mean the occurrence during the Term
          of any of the following events, unless such event is a result of a Non-Control
          Transaction:

| | (i)
                 
           The individuals who, as of the date of this Agreement, 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 this Agreement, 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 Change in Control has occurred, Voting Securities which
          are acquired in a Non-Control Acquisition shall not constitute an acquisition
          which would cause a Change in Control.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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, the Office of Comptroller of the Currency (the OCC) 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
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| | 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 Change in
Control shall not be deemed to occur until consummation of the transaction.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)    
          Competing Business shall mean any business that, in whole or
          in part, is the same or substantially the same as the Business.

(f)    
          Good Reason shall mean the occurrence after a Change in
          Control of any of the events or conditions described in subsections (i) through
          (viii) hereof:

| | (i)
        
           a change in the Executives status, title, position or responsibilities
          (including reporting responsibilities) which represents an adverse change from
          his status, title, position or responsibilities as in effect at any time within
          ninety days preceding the date of a Change in Control or at any time thereafter;
          the assignment to the Executive of any duties or responsibilities which are
          inconsistent with his status, title, position or responsibilities as in effect
          at any time within ninety days preceding the date of a Change in Control or at
          any time thereafter; any removal of the Executive from or failure to reappoint
          or reelect him to any of such offices or positions, except in connection with
          the termination of his employment for Disability or Cause, as a result of his
          death, or by the Executive other than for Good Reason, or any other change in
          condition or circumstances that in the Executives reasonable judgment
          makes it materially more difficult for the Executive to carry out the duties and
          responsibilities of his office than existed at any time within ninety days
          preceding the date of Change in Control or at any time thereafter;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
               a reduction in the Executives base salary or any failure to pay the
          Executive any compensation or benefits to which he is entitled within five days
          of the date due;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
     
           the Employers requiring the Executive to be based at any place outside a
          30-mile radius from the executive offices occupied by the Executive immediately
          prior to the Change in Control, except for reasonably required travel on the
          Employers business which is not materially greater than such travel
          requirements prior to the Change in Control;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
      
          the failure by the Employer to (A) continue in effect (without reduction
          in benefit level and/or reward opportunities) any material compensation or
          employee benefit plan in which the Executive was participating at any time
          within ninety days preceding the date of a Change in Control or at any time
          thereafter, unless such plan is replaced with a plan that provides substantially
          equivalent compensation or benefits to the Executive, or (B) provide the
          Executive with compensation and benefits, in the aggregate, at least equal (in
          terms of benefit levels and/or reward opportunities) to those provided for under
          each other employee benefit plan, program and practice in which the Executive
          was participating at any time within ninety days preceding the date of a Change
          in Control or at any time thereafter;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)
       
           the insolvency or the filing (by any party, including the Company or the Bank)
          of a petition for bankruptcy of the Company or the Bank, which petition is not
          dismissed within sixty days;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)      
           any material breach by the Employer of any material provision of this
          Agreement;
| | ----------------------------------------------------------------------------------------------------------------

| | (vii)
     
any purported termination of the Executives employment for Cause by the
          Employer which does not comply with the terms of this Agreement; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii)
    
           the failure of the Employer to obtain an agreement, satisfactory to the
          Executive, from any successor or assign to assume and agree to perform this
          Agreement, as contemplated in Section 11 hereof.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Any
event or condition described in clause (i) through (viii) above which occurs prior to a
Change in Control but which the Executive reasonably demonstrates (A) was at the
request of a third party, or (B) otherwise arose in connection with, or in
anticipation of, a Change in Control which actually occurs, shall constitute Good Reason
for purposes of this Agreement, notwithstanding that it occurred prior to the Change in
Control. The Executives right to terminate his employment for Good Reason shall not
be affected by his incapacity due to physical or mental illness.

(g)    
          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
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(h)     
          Territory shall mean a radius of 15 miles from (i) the main
          office of the Employer or (ii) any branch office of the Employer.

(i)     
          Notice of Termination shall mean a written notice of
          termination from the Employer or the Executive which specifies an effective date
          of termination, indicates the specific termination provision in this Agreement
          relied upon, and, in the case of a termination for Good Reason or for Cause,
          sets forth in reasonable detail the facts and circumstances claimed to provide a
          basis for termination of the Executives employment under the provision so
          indicated.

18.    
Entire Agreement. This Agreement constitutes the entire agreement between
               the parties hereto and supersedes all prior agreements, if any, understandings
               and arrangements, oral or written, between the parties hereto with respect to
               the subject matter hereof.

19.    
Counterparts. This Agreement may be executed in one or more counterparts,
               each of which shall be deemed an original but all of which together shall
               constitute one and the same instrument.

# [Signatures on Following Page.]

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IN
WITNESS WHEREOF, the Employer has caused this Agreement to be executed and its seal to be
affixed hereunto by its officers thereunto duly authorized, and the Executive has signed
and sealed this Agreement, effective as of the date first above written.

|                        | 
|----------------------- | 
|                        | 
|ATTEST:                 | 
|                        | 
|By: /s/ Robert P. Trask | 
|Name: Robert P. Trask   | 
|                        | 
|                        | 
|                        | 
|                        | 
|                        | 
|                        | 
|                        | 

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