Exhibit 10.3

THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT TO THE SOUTH
                       CAROLINA UNIFORM ARBITRATION ACT.

                 AMENDED EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                               EXECUTIVE AGREEMENT


         THIS AMENDED  AGREEMENT is made and entered into as of this 17th day of
October,  2007, by and between  GrandSouth  Bank, a bank  organized and existing
under the laws of the State of South  Carolina  (hereinafter  referred to as the
"Bank"),  and Ronald K. Earnest, an Executive of the Bank (hereinafter  referred
to as the "Executive").

         WHEREAS, the Bank and the Executive initially entered into an Executive
Supplemental  Retirement Plan Executive  Agreement on September 11, 2001,  which
was subsequently amended on September 11, 2001 (the "Original Agreement"); and

         WHEREAS, the Original Agreement contained the following premises, which
are hereby reaffirmed;

                  WHEREAS,  the  Executive  is now in the employ of the Bank and
         has for many years  faithfully  served the Bank. It is the consensus of
         the Board of Directors  (hereinafter  referred to as the "Board")  that
         the Executive's  services have been of exceptional  merit, in excess of
         the compensation paid and an invaluable contribution to the profits and
         position  of the  Bank in its  field of  activity.  The  Board  further
         believes  that  the  Executive's  experience,  knowledge  of  corporate
         affairs,  reputation and industry  contacts are of such value,  and the
         Executive's continued services so essential to the Bank's future growth
         and profits,  that it would  suffer  severe  financial  loss should the
         Executive terminate their services; and

                  WHEREAS,  the Board has adopted the GrandSouth  Bank Executive
         Supplemental Retirement Plan (hereinafter referred to as the "Executive
         Plan") and it is the desire of the Bank and the Executive to enter into
         this Amended  Agreement under which the Bank will agree to make certain
         payments to the  Executive  upon the  Executive's  retirement or to the
         Executive's  beneficiary(ies)  in the  event of the  Executive's  death
         pursuant to the Executive Plan; and

                  WHEREAS,  it is the  intent of the  parties  hereto  that this
         Executive  Plan  be  considered  an  unfunded  arrangement   maintained
         primarily  to  provide   supplemental   retirement   benefits  for  the
         Executive,  and be considered a non-qualified benefit plan for purposes
         of the Employee  Retirement Security Act of 1974, as amended ("ERISA").
         The Executive is fully advised of the Bank's  financial  status and has
         had substantial input in the design and operation of this benefit plan;
         and

<PAGE>

         WHEREAS, the Bank and the Executive now desire to amend and restate the
Original Agreement in compliance with the recently enacted Internal Revenue Code
Section 409A and associated federal regulations.

         NOW THEREFORE, in consideration of services the Executive has performed
in the past and those to be performed  in the future,  and based upon the mutual
promises and covenants  herein  contained,  the Bank and the Executive  agree to
amend and restate the Original Agreement as follows:

I.       DEFINITIONS

          A.   Effective Date:

               The Effective  Date of the Executive  Plan shall be September 13,
               2001.

          B.   Plan Year:

               Any  reference to the "Plan Year" shall mean a calendar year from
               January 1st to December 31st. In the year of implementation,  the
               term "Plan Year" shall mean the period from the Effective Date to
               December 31st of the year of the Effective Date.

          C.   Retirement Date:

               Retirement Date shall mean the date upon which Executive  attains
               the Normal Retirement Age (Subparagraph I (J))

          D.   Termination of Service:

               Termination  of  Service  shall  mean the  Executive's  voluntary
               termination  for  Good  Reason  or the  Bank's  discharge  of the
               Executive  without  cause,  prior to the  Normal  Retirement  Age
               (Subparagraph I (J)).

               A voluntary  termination by the Executive  shall be considered an
               involuntary   termination  with  "Good  Reason"  if  any  of  the
               following occurs without the Executive's advance written consent:
               (a) a material  diminution of the Executive's base  compensation;
               (b) a material diminution of the Executive's  authority,  duties,
               or responsibilities;  (c) a material diminution in the authority,
               duties,  or  responsibilities  of  the  supervisor  to  whom  the
               Executive is required to report; (d) a material diminution in the
               budget over which the Executive retains authority; (e) a material
               change in the  geographic  location at which the  Executive  must
               perform  services  for the  Bank;  or (f)  any  other  action  or
               inaction that  constitutes a material  breach by the Bank of this
               Agreement.  In order to qualify as a  voluntary  termination  for
               Good Reason,  the  Executive  must give notice to the Bank of the
               existence of one or more of the conditions described in (a) - (f)


                                       2
<PAGE>

               above  within  90  days  after  the  initial   existence  of  the
               condition,  and the Bank shall have 30 days  thereafter to remedy
               the condition ("Cure Period").

          E.   Pre-Retirement Account:

               A  Pre-Retirement  Account  shall be  established  as a liability
               reserve  account on the books of the Bank for the  benefit of the
               Executive. Prior to the Executive's Retirement Date (Subparagraph
               I (C)),  such  liability  reserve  account  shall be increased or
               decreased each Plan Year, until the aforestated  event occurs, by
               the Index Retirement Benefit (Subparagraph I (F)).

          F.   Index Retirement Benefit:

               The Index Retirement  Benefit for each Executive in the Executive
               Plan for each Plan Year  shall be equal to the excess (if any) of
               the  Index  (Subparagraph  I (G)) for  that  Plan  Year  over the
               Opportunity Cost  (Subparagraph I (H)) for that Plan Year divided
               by a factor equal to 1.05 minus the marginal tax rate.

          G.   Index:

               The  Index  for any  Plan  Year  shall  be the  aggregate  annual
               after-tax  income from the life insurance  contract(s)  described
               hereinafter  as defined by FASB  Technical  Bulletin  85-4.  This
               Index  shall be applied  as if such  insurance  contract(s)  were
               purchased on the Effective Date of the Executive Plan.

               Insurance Company:                   Massachusetts Mutual Life
                                                     Insurance Company
               Policy Form:                         Flexible Premium Adjustable
                                                     Life
               Policy Name:                         Strategic Life Executive
               Insured's Age and Sex:               47, Male
               Riders:                              None
               Ratings:                             None
               Option:                              Level
               Face Amount:                         $1,081,920
               Premiums Paid:                       $368,000
               Number of Premium Payments:          Single
               Assumed Purchase Date:               September 13, 2001

               Insurance Company:                   Union Central Life Insurance
                                                     Company
               Policy Form:                         Universal Life Insurance
               Policy Name:                         COLI UL
               Insured's Age and Sex:               47, Male
               Riders:                              None
               Ratings:                             None
               Option:                              Level
               Face Amount:                         $1,060,447
               Premiums Paid:                       $368,000
               Number of Premium Payments:          Single
               Assumed Purchase Date:               September 13, 2001

                                       3
<PAGE>

               If such contracts of life insurance are actually purchased by the
               Bank, then the actual policies as of the dates they were actually
               purchased  shall be used in  calculations  under  this  Executive
               Plan.  If such  contracts of life  insurance are not purchased or
               are  subsequently  surrendered  or  lapsed,  then the Bank  shall
               receive   annual   policy    illustrations    that   assume   the
               above-described  policies were purchased or had not  subsequently
               surrendered or lapsed.  Said illustration  shall be received from
               the respective insurance companies and will indicate the increase
               in policy  values for purposes of  calculating  the amount of the
               Index.

               In either case,  references to the life  insurance  contracts are
               merely for  purposes of  calculating  a benefit.  The Bank has no
               obligation to purchase such life insurance and, if purchased, the
               Executive  and the  Executive's  beneficiary(ies)  shall  have no
               ownership  interest  in such  policy  and  shall  always  have no
               greater  interest in the benefits  under this Executive Plan than
               that of an unsecured creditor of the Bank.

          H.   Opportunity Cost:

               The  Opportunity  Cost for any Plan Year shall be  calculated  by
               taking the sum of the amount of premiums  for the life  insurance
               policies  described in the  definition of "Index" plus the amount
               of any after-tax  benefits paid to the Executive  pursuant to the
               Executive Plan (Paragraph II hereinafter)  plus the amount of all
               previous years' after-tax  Opportunity Cost, and multiplying that
               sum by the Average Federal Funds Rate.

          I.   Change of Control:

               A "Change  of  Control"  of the Bank shall be deemed to have been
               effected for purposes of this Agreement:

               A.   on the date voting  control  over more than 50% of the stock
                    of the Bank's  holding  company (the  "Holding  Company") is
                    acquired,  directly  or  indirectly,  by any person or group
                    acting in concert;

               B.   if the  Holding  Company  is  merged  with or into any other
                    entity  and  the   shareholders   of  the  Holding   Company
                    immediately  before  such  merger  own less  than 50% of the
                    combined  voting control of the  corporation  resulting from
                    such merger; or

               C.   if more than 50% of the assets of the  Holding  Company  are
                    acquired,  directly  or  indirectly,  by any person or group
                    acting in concert during any consecutive 12 month period.


                                       4
<PAGE>

          J.   Normal Retirement Age:

               Normal  Retirement Age shall mean the date on which the Executive
               attains age sixty-five (65).

II.      INDEX BENEFITS

          A.   Retirement Benefits:

               Subject to  Subparagraph  II (D)  hereinafter,  an Executive  who
               remains in the employ of the Bank until the Normal Retirement Age
               (Subparagraph  I (J)) shall be entitled to receive the balance in
               the   Pre-Retirement   Account  in  fifteen   (15)  equal  annual
               installments commencing thirty (30) days following the Retirement
               Date. In addition to these payments and commencing in conjunction
               therewith,  the Index Retirement Benefit (Subparagraph I (F)) for
               each Plan Year  subsequent to the Retirement  Date, and including
               the remaining  portion of the Plan Year  following the Retirement
               Date, shall be paid to the Executive until the Executive's death.

          B.   Termination of Service:

               Subject to  Subparagraph  II (D),  should an  Executive  suffer a
               Termination of Service the Executive shall be entitled to receive
               twenty-five  percent  (25%)  times the  number  of full  years of
               employment  with the Bank from the date of first  employment with
               the Bank  (to a  maximum  of  100%),  times  the  balance  in the
               Pre-Retirement  Account  payable to the Executive in fifteen (15)
               equal annual  installments  commencing thirty (30) days following
               the Executive's  Normal  Retirement Age  (Subparagraph I (J)). In
               addition  to  these   payments  and   commencing  in  conjunction
               therewith,  twenty-five  percent  (25%)  times the number of full
               years  of  employment  with  the  Bank  from  the  date of  first
               employment with the Bank (to a maximum of 100%),  times the Index
               Retirement  Benefit for each Plan Year  subsequent to the year in
               which the Executive  attains Normal Retirement Age, and including
               the  remaining  portion  of the Plan Year in which the  Executive
               attains  Normal  Retirement  Age,  shall be paid to the Executive
               until the Executive's death.

          C.   Death:

               Should  the  Executive  die  while  there  is a  balance  in  the
               Executive's  Pre-Retirement  Account  (Subparagraph  I (E)), said
               unpaid balance of the Executive's Pre-Retirement Account shall be
               paid in a lump sum to the individual or individuals the Executive
               may have  designated  in writing and filed with the Bank.  In the
               absence  of any  effective  beneficiary  designation,  the unpaid
               balance  shall be paid as set forth herein to the duly  qualified
               executor or administrator of the Executive's estate. Said payment
               due  hereunder  shall be made the first day of the  second  month
               following the decease of the Executive.  Provided,  however, that


                                       5
<PAGE>

               anything  hereinabove to the contrary  notwithstanding,  no death
               benefit shall be payable  hereunder if the  Executive  dies on or
               before the 13th day of September, 2003.

          D.   Discharge for Cause:

               Should the  Executive be  Discharged  for Cause at any time,  all
               benefits under this  Executive Plan shall be forfeited.  The term
               "for cause" shall mean:

               (i)  the  willful  and  continued  failure  by the  Executive  to
                    substantially perform his duties (other than the Executive's
                    inability   to   perform,   with   or   without   reasonable
                    accommodation, resulting from his incapacity due to physical
                    or  mental  illness  or  impairment),  after  a  demand  for
                    substantial  performance  is  delivered  to him by the Bank,
                    which demand specifically identifies the manner in which the
                    Executive is alleged to have not substantially performed his
                    duties;

               (ii) the  willful   engaging  by  the   Executive  in  misconduct
                    (criminal,   immoral,  or  otherwise)  which  is  materially
                    injurious  to the Bank,  its holding  company,  or either of
                    their  officers,  directors,  shareholders,   employees,  or
                    customers, monetarily or otherwise;

               (iii) the Executive's conviction of a felony; or

               (iv) the commission in the course of the  Executive's  employment
                    of  an  act  of   fraud,   embezzlement,   theft  or  proven
                    dishonesty,  or any other  illegal  act or  practice,  which
                    would  constitute  a felony,  (whether or not  resulting  in
                    criminal prosecution or conviction),  or any act or practice
                    which the Bank shall,  in good faith,  deem to have resulted
                    in the Executive's  becoming  unbondable under the Bank's or
                    its holding company's "banker's blanket bond".

               If a dispute  arises as to  discharge  "for  cause," such dispute
               shall be resolved by  arbitration  as set forth in this Executive
               Plan.

          E.   Death Benefit:

               Except as set forth  above,  there is no death  benefit  provided
               under this Agreement.

          F.   Disability Benefit:

               In  the  event  the  Executive  becomes  disabled  prior  to  any
               Termination  of  Service,  and  the  Executive's   employment  is
               terminated because of such disability, he shall immediately begin
               receiving the benefits in Subparagraph II (A) above. Such benefit


                                       6
<PAGE>

               shall begin without regard to the Executive's  Normal  Retirement
               Age and the Executive  shall be one hundred percent (100%) vested
               in the entire benefit amount.

               "Disability" or "Disabled" shall mean (a) the Executive is unable
               to engage in any  substantial  gainful  activity by reason of any
               medically  determinable physical or mental impairment that can be
               expected  to  result  in death or can be  expected  to last for a
               continuous  period  of not  less  than  12  months;  or  (b)  the
               Executive is, by reason of any medically determinable physical or
               mental  impairment that can be expected to result in death or can
               be expected to last for a  continuous  period of not less than 12
               months, receiving income replacement benefits for a period of not
               less than three months under an accident and health plan covering
               employees of the Bank; or (c) the  Executive has been  determined
               to be totally disabled by the Social Security  Administration  or
               Railroad   Retirement  Board;  or  (d)  the  Executive  has  been
               determined  to  be  disabled  in  accordance  with  a  disability
               insurance  program  provided  by the Bank and in which  Executive
               participates,  provided that the definition of disability applied
               under  such  disability   insurance  program  complies  with  the
               requirements of (a) or (b) listed above.

III.     RESTRICTIONS UPON FUNDING

         The Bank shall have no obligation to set aside,  earmark or entrust any
         fund or money with which to pay its  obligations  under this  Executive
         Plan. The Executive, his beneficiary(ies), or any successor in interest
         shall be and remain  simply a general  creditor of the Bank in the same
         manner as any other  creditor  having a general  claim for  matured and
         unpaid compensation.

         The Bank reserves the absolute right, at its sole discretion, to either
         fund the  obligations  undertaken by this  Executive Plan or to refrain
         from funding the same and to determine the extent, nature and method of
         such  funding.  Should the Bank elect to fund this  Executive  Plan, in
         whole or in part, through the purchase of life insurance, mutual funds,
         disability policies or annuities, the Bank reserves the absolute right,
         in its sole discretion, to terminate such funding at any time, in whole
         or in part.  At no time shall any  Executive be deemed to have any lien
         nor right,  title or interest in or to any specific funding  investment
         or to any assets of the Bank.

         If the Bank elects to invest in a life insurance, disability or annuity
         policy upon the life of the Executive,  then the Executive shall assist
         the Bank by freely  submitting to a physical  exam and  supplying  such
         additional information necessary to obtain such insurance or annuities.

IV.      CHANGE OF CONTROL

         If the Executive suffers a Termination of Service  (Subparagraph I (D))
         within 24 months after a Change of Control  (Subparagraph  I(D)),  then


                                       7
<PAGE>

         the  Executive  shall receive the benefits  promised in this  Executive
         Plan upon attaining Normal Retirement Age, as if the Executive had been
         continuously   employed  by  the  Bank  until  the  Executive's  Normal
         Retirement  Age.  The  Executive  will  also  remain  eligible  for all
         promised death benefits in this Executive Plan.

V.       MISCELLANEOUS

          A.   Alienability and Assignment Prohibition:

               Neither the Executive,  nor the Executive's surviving spouse, nor
               any other  beneficiary(ies)  under this Executive Plan shall have
               any power or right to transfer, assign, anticipate,  hypothecate,
               mortgage, commute, modify or otherwise encumber in advance any of
               the benefits payable  hereunder nor shall any of said benefits be
               subject to  seizure  for the  payment  of any  debts,  judgments,
               alimony or  separate  maintenance  owed by the  Executive  or the
               Executive's beneficiary(ies), nor be transferable by operation of
               law in the event of bankruptcy,  insolvency or otherwise.  In the
               event  the  Executive  or any  beneficiary  attempts  assignment,
               commutation,  hypothecation, transfer or disposal of the benefits
               hereunder,  the  Bank's  liabilities  shall  forthwith  cease and
               terminate.

          B.   Binding Obligation of the Bank and any Successor in Interest:

               This  Executive  Plan shall be binding  upon the parties  hereto,
               their    successors,    beneficiaries,    heirs   and    personal
               representatives.

          C.   Amendment or Revocation:

               It is agreed by and between the parties  hereto that,  during the
               lifetime of the Executive,  this Executive Plan may be amended or
               revoked at any time or times,  in whole or in part, by the mutual
               written consent of the Executive and the Bank.

          D.   Gender:

               Whenever in this  Executive  Plan words are used in the masculine
               or neuter  gender,  they  shall be read and  construed  as in the
               masculine,  feminine or neuter  gender,  whenever  they should so
               apply.

          E.   Effect on Other Bank Benefit Plans:

               Nothing  contained in this  Executive Plan shall affect the right
               of the Executive to participate in or be covered by any qualified
               or non-qualified pension,  profit-sharing,  group, bonus or other
               supplemental  compensation or fringe benefit plan  constituting a
               part of the Bank's existing or future compensation structure.


                                       8
<PAGE>

          F.   Headings:

               Headings and  subheadings in this Executive Plan are inserted for
               reference and convenience  only and shall not be deemed a part of
               this Executive Plan.

          G.   Applicable Law:

               The  validity  and  interpretation  of this  Agreement  shall  be
               governed by the laws of the State of South Carolina.

          H.   12 U.S.C. Section 1828(k):

               Any payments  made to the  Executive  pursuant to this  Executive
               Plan, or  otherwise,  are subject to and  conditioned  upon their
               compliance  with 12 U.S.C.  Section  1828(k)  or any  regulations
               promulgated thereunder.

          I.   Partial Invalidity:

               If any term, provision,  covenant, or condition of this Executive
               Plan is determined  by an arbitrator or a court,  as the case may
               be, to be invalid,  void, or  unenforceable,  such  determination
               shall  not  render  any  other  term,  provision,   covenant,  or
               condition invalid, void, or unenforceable, and the Executive Plan
               shall  remain  in full  force  and  effect  notwithstanding  such
               partial invalidity.

          J.   Employment:

               No provision of this  Executive  Plan shall be deemed to restrict
               or limit any  existing  employment  agreement  by and between the
               Bank and the Executive,  nor shall any  conditions  herein create
               specific  employment  rights to the Executive nor limit the right
               of the Employer to discharge the Executive with or without cause.
               In a similar  fashion,  no provision  shall limit the Executive's
               rights to  voluntarily  sever the  Executive's  employment at any
               time.

          K.   Section 409A Savings Clause:

               Despite any contrary provision of this Amended Agreement, if when
               the  Executive's   employment   terminates  the  Executive  is  a
               "specified  employee," as defined in section 409A of the Internal
               Revenue  Code,  and  if  any  payments  or  benefits  under  this
               Agreement  will  result  in  additional  tax or  interest  to the
               Executive  because of section 409A,  the  Executive  shall not be
               entitled to the  payments or benefits  until the  earliest of (a)
               the date that is at least six  months  after  termination  of the
               Executive's  employment  for reasons  other than the  Executive's
               death, (b) the date of the Executive's  death, or (c) any earlier
               date that does not result in  additional  tax or  interest to the
               Executive  under section 409A. As promptly as possible  after the
               end of the period  during which  payments or benefits are delayed
               under this provision, the entire amount of delayed payments shall


                                       9
<PAGE>

               be paid to  Executive  in a single lump sum.  References  in this
               Agreement to Section  409A of the  Internal  Revenue Code of 1986
               include rules,  regulations  and guidance of general  application
               issued by the Department of the Treasury under such Section 409A.

VI.      ERISA PROVISION

          A.   Named Fiduciary and Plan Administrator:

               The "Named  Fiduciary and Plan  Administrator"  of this Executive
               Plan shall be GrandSouth Bank until its resignation or removal by
               the Board.  As Named Fiduciary and Plan  Administrator,  the Bank
               shall   be   responsible   for  the   management,   control   and
               administration  of the Executive  Plan.  The Named  Fiduciary may
               delegate  to  others  certain   aspects  of  the  management  and
               operation  responsibilities  of the Executive  Plan including the
               employment of advisors and the delegation of  ministerial  duties
               to qualified individuals.

          B.   Claims Procedure and Arbitration:

               In the event a dispute  arises over benefits under this Executive
               Plan  and  benefits  are  not  paid to the  Executive  (or to the
               Executive's  beneficiary(ies)  in the  case  of  the  Executive's
               death) and such  claimants feel they are entitled to receive such
               benefits,  then a  written  claim  must  be  made  to  the  Named
               Fiduciary  and Plan  Administrator  named above within sixty (60)
               days from the date payments are refused.  The Named Fiduciary and
               Plan  Administrator  shall  review the  written  claim and if the
               claim is  denied,  in whole or in part,  they  shall  provide  in
               writing  within  sixty  (60) days of  receipt  of such  claim the
               specific reasons for such denial,  reference to the provisions of
               this  Executive  Plan  upon  which  the  denial  is based and any
               additional  material  or  information  necessary  to perfect  the
               claim.  Such written notice shall further indicate the additional
               steps to be taken by claimants  if a further  review of the claim
               denial is desired.  A claim  shall be deemed  denied if the Named
               Fiduciary and Plan  Administrator  fail to take any action within
               the aforesaid sixty-day period.

               If claimants  desire a second  review they shall notify the Named
               Fiduciary  and Plan  Administrator  in writing  within sixty (60)
               days  of the  first  claim  denial.  Claimants  may  review  this
               Executive Plan or any documents  relating  thereto and submit any
               written  issues and  comments it may feel  appropriate.  In their
               sole discretion, the Named Fiduciary and Plan Administrator shall
               then  review  the  second  claim and  provide a written  decision
               within  sixty (60) days of receipt of such claim.  This  decision
               shall  likewise  state the specific  reasons for the decision and
               shall  include  reference  to  specific  provisions  of the  Plan
               Agreement upon which the decision is based.

                                       10
<PAGE>

               If  claimants  continue to dispute the benefit  denial based upon
               completed  performance  of this Executive Plan or the meaning and
               effect of the terms and  conditions  thereof,  then claimants may
               submit  the  dispute  to  an  arbitrator  for  final  arbitration
               pursuant  to the South  Carolina  Uniform  Arbitration  Act.  The
               parties  hereto  agree  that  they  and  their  heirs,   personal
               representatives,  successors  and  assigns  shall be bound by the
               decision  of such  arbitrator  with  respect  to any  controversy
               properly submitted to it for determination.

               Where  a  dispute  arises  as to  the  Bank's  discharge  of  the
               Executive  "for cause," such dispute shall  likewise be submitted
               to arbitration as above described and the parties hereto agree to
               be bound by the decision thereunder.


         IN  WITNESS  WHEREOF,  the  parties  hereto  acknowledge  that each has
carefully read this Amended  Agreement and executed the original  thereof on the
first day set forth hereinabove,  and that, upon execution,  each has received a
conforming copy.

                              [Signatures Omitted]


                                       11
<PAGE>



                          BENEFICIARY DESIGNATION FORM
                         FOR THE EXECUTIVE SUPPLEMENTAL
                            RETIREMENT PLAN AGREEMENT


PRIMARY DESIGNATION:

         Name                        Address                    Relationship


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SECONDARY (CONTINGENT) DESIGNATION:


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All sums payable  under the Executive  Supplemental  Retirement  Plan  Executive
Agreement by reason of my death shall be paid to the Primary Beneficiary,  if he
or she survives me, and if no Primary  Beneficiary shall survive me, then to the
Secondary (Contingent) Beneficiary.




----------------------------                            ------------------------
Ronald K. Earnest                                       Date




                                       12
<PAGE>




          THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT TO THE SOUTH
                       CAROLINA UNIFORM ARBITRATION ACT.

                               AMENDED & RESTATED


                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT


Insurer:                            Massachusetts Mutual Life Insurance Company
                                    Union Central Life Insurance Company

Policy Number:                      0044375
                                    U200001333

Bank:                               GrandSouth Bank

Insured:                            Ronald K. Earnest

Relationship of Insured to Bank:    Executive



         THIS  AMENDED  AGREEMENT  is made and  entered  into  this  __th day of
_________, 2007, by and between the Bank, and Ronald K. Earnest, an Executive of
the Bank (hereinafter referred to as the "Executive").

         WHEREAS,  the  Bank and the  Executive  initially  entered  into a Life
Insurance  Endorsement Method Split Dollar Plan Agreement on September 11, 2001,
which was subsequently amended on September 13, 2007 (the "Original Agreement");

         WHEREAS, the Bank and the Executive now desire to amend and restate the
Original Agreement in compliance with the recently enacted Internal Revenue Code
Section 409A and associated federal regulations.

         NOW THEREFORE, in consideration of services the Executive has performed
in the past and those to be performed  in the future,  and based upon the mutual
promises and covenants  herein  contained,  the Bank and the Executive  agree to
amend and restate the Original Agreement as follows:


The  respective   rights  and  duties  of  the  Bank  and  the  Insured  in  the
above-referenced policy shall be pursuant to the terms set forth below:

I.       DEFINITIONS

         Refer to the policy  contract for the  definition  of all terms in this
Agreement.

                                       13
<PAGE>

II.      POLICY TITLE AND OWNERSHIP

         Title and  ownership  shall  reside in the Bank for its use and for the
         use of the  Insured all in  accordance  with this  Agreement.  The Bank
         alone may, to the extent of its interest,  exercise the right to borrow
         or withdraw on the policy cash  values.  Where the Bank and the Insured
         (or  assignee,  with the  consent  of the  Insured)  mutually  agree to
         exercise  the right to increase the  coverage  under the subject  Split
         Dollar policy, then, in such event, the rights,  duties and benefits of
         the parties to such increased  coverage shall continue to be subject to
         the terms of this Agreement.

III.     BENEFICIARY DESIGNATION RIGHTS

         The Insured (or assignee) shall have the right and power to designate a
         beneficiary  or  beneficiaries  to receive the  Insured's  share of the
         proceeds payable upon the death of the Insured, and to elect and change
         a payment option for such beneficiary, subject to any right or interest
         the Bank may have in such proceeds, as provided in this Agreement.

IV.      PREMIUM PAYMENT METHOD

         The Bank  shall pay an amount  equal to the  planned  premiums  and any
         other premium  payments that might become  necessary to keep the policy
         in force.

V.       TAXABLE BENEFIT

         Annually  the  Insured  will  receive  a taxable  benefit  equal to the
         assumed cost of insurance as required by the Internal  Revenue Service.
         The Bank (or its  administrator)  will report to the Insured the amount
         of imputed income each year on Form W-2 or its equivalent.

VI.      DIVISION OF DEATH PROCEEDS

         Subject to  Paragraphs  VII and IX herein,  the  division  of the death
proceeds of the policy is as follows:

         A.       Should  the  Insured  be  employed  by the  Bank and die on or
                  before  the  13th  day  of  September,   2003,  the  Insured's
                  beneficiary(ies), designated in accordance with Paragraph III,
                  shall be  entitled to an amount  equal to one hundred  percent
                  (100%) of the net-at-risk  insurance  portion of the proceeds.
                  The net-at-risk  insurance  portion is the total proceeds less
                  the cash value of the policy.

         B.       Should the Insured be employed by the Bank and die  subsequent
                  to  the   13th  day  of   September,   2003,   the   Insured's
                  beneficiary(ies), designated in accordance with Paragraph III,
                  shall be entitled to an amount equal to eighty  percent  (80%)
                  of the  net-at-risk  insurance  portion of the  proceeds.  The
                  net-at-risk  insurance  portion is the total proceeds less the
                  cash value of the policy.

         C.       Should the  Insured not be employed by the Bank at the time of
                  his  or her  death  and  die  on or  before  the  13th  day of
                  September, 2003, the Insured's beneficiary(ies), designated in
                  accordance  with  Paragraph  III,  shall  be  entitled  to the
                  percentage as set forth hereinbelow of the proceeds  described
                  in Subparagraph VI (A) above that corresponds to the number of
                  full years the Insured has been employed by the Bank since the
                  date of first employment with the Bank. Should the Insured not
                  be  employed  by the Bank at the time of his or her  death and
                  die  subsequent  to the  13th  day  of  September,  2003,  the
                  Insured's  beneficiary(ies) shall be entitled to the following
                  percentage of the proceeds  described in  Subparagraph  VI (B)
                  hereinabove:

                        Total Years
                        of Employment
                        with the Bank              Vested (to a maximum of 100%)
                        -----------------          -----------------------------

                              1-4                        25% per year

                                       14
<PAGE>

         D.       The Bank shall be entitled to the remainder of such proceeds.

         E.       The Bank and the  Insured  (or  assignees)  shall share in any
                  interest due on the death  proceeds on a pro rata basis as the
                  proceeds due each  respectively  bears to the total  proceeds,
                  excluding any such interest.

VII.     DIVISION OF THE CASH SURRENDER VALUE OF THE POLICY

         The Bank  shall at all  times be  entitled  to an  amount  equal to the
         policy's  cash value,  as that term is defined in the policy  contract,
         less  any  policy  loans  and  unpaid  interest  or  cash   withdrawals
         previously  incurred by the Bank and any applicable  surrender charges.
         Such cash value  shall be  determined  as of the date of  surrender  or
         death as the case may be.

VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

         In the event the policy involves an endowment or annuity  element,  the
         Bank's  right  and  interest  in  any  endowment  proceeds  or  annuity
         benefits,  on expiration of the deferment  period,  shall be determined
         under the  provisions  of this  Agreement by regarding  such  endowment
         proceeds or the commuted value of such annuity benefits as the policy's
         cash  value.  Such  endowment  proceeds  or annuity  benefits  shall be
         considered to be like death proceeds for the purposes of division under
         this Agreement.

IX.      TERMINATION OF AGREEMENT

         This  Agreement  shall  terminate upon the occurrence of any one of the
following:

          A.   The Insured shall be discharged from employment with the Bank for
               cause. The term "for cause" shall mean:


               (v)  the  willful  and  continued   failure  by  the  Insured  to
                    substantially  perform his duties  (other than the Insured's
                    inability   to   perform,   with   or   without   reasonable
                    accommodation, resulting from his incapacity due to physical
                    or  mental  illness  or  impairment),  after  a  demand  for
                    substantial  performance  is  delivered  to him by the Bank,
                    which demand specifically identifies the manner in which the
                    Insured is alleged to have not  substantially  performed his
                    duties;


               (vi) the willful engaging by the Insured in misconduct (criminal,
                    immoral, or otherwise) which is materially  injurious to the
                    Bank,  its  holding  company,  or either of their  officers,
                    directors, shareholders, employees, or customers, monetarily
                    or otherwise;


               (vii) the Insured's conviction of a felony; or

               (viii) the  commission in the course of the Insured's  employment
                    of  an  act  of   fraud,   embezzlement,   theft  or  proven
                    dishonesty,  or any other  illegal  act or  practice,  which
                    would  constitute  a felony,  (whether or not  resulting  in
                    criminal prosecution or conviction),  or any act or practice
                    which the Bank shall,  in good faith,  deem to have resulted
                    in the Insured's becoming unbondable under the Bank's or its
                    holding company's "banker's blanket bond".

          B.   Surrender, lapse, or other termination of the Policy by the Bank.

                                       15
<PAGE>

          Upon  receipt  of notice  from the  Insurer of such  termination,  the
          Insured (or assignee)  shall have a fifteen (15) day option to receive
          from the Bank an absolute assignment of the policy in consideration of
          a cash payment to the Bank,  whereupon this Agreement shall terminate.
          Such cash payment referred to hereinabove shall be the greater of:

          A.   The  Bank's  share of the cash value of the policy on the date of
               such assignment, as defined in this Agreement; or

          B.   The amount of the premiums  that have been paid by the Bank prior
               to the date of such assignment.

         If, within said fifteen (15) day period,  the Insured fails to exercise
         said option,  fails to procure the entire aforestated cash payment,  or
         dies,  then the option shall  terminate  and the Insured (or  assignee)
         agrees that all of the  Insured's  rights,  interest  and claims in the
         policy  shall  terminate  as of the  date  of the  termination  of this
         Agreement.

         The Insured  expressly  agrees  that this  Agreement  shall  constitute
         sufficient  written  notice to the Insured of the  Insured's  option to
         receive an absolute assignment of the policy as set forth herein.

         Except  as  provided   above,   this  Agreement  shall  terminate  upon
         distribution of the death benefit proceeds in accordance with Paragraph
         VI above.

X.       INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

         The Insured may not, without the written consent of the Bank, assign to
         any  individual,  trust  or other  organization,  any  right,  title or
         interest in the subject policy nor any rights,  options,  privileges or
         duties created under this Agreement.

XI.      AGREEMENT BINDING UPON THE PARTIES

         This  Agreement  shall  bind the  Insured  and the Bank,  their  heirs,
         successors, personal representatives and assigns.

XII.     ERISA PROVISIONS

         The following provisions are part of this Agreement and are intended to
         meet the requirements of the Employee Retirement Income Security Act of
         1974 ("ERISA"):

          A.   Named Fiduciary and Plan Administrator.

               The "Named Fiduciary and Plan  Administrator" of this Endorsement
               Method Split Dollar  Agreement shall be GrandSouth Bank until its
               resignation  or  removal  by the  Board  of  Directors.  As Named
               Fiduciary and Plan  Administrator,  the Bank shall be responsible
               for the management,  control,  and  administration  of this Split
               Dollar  Plan as  established  herein.  The  Named  Fiduciary  may
               delegate  to  others  certain   aspects  of  the  management  and
               operation  responsibilities of the Plan, including the employment
               of  advisors  and the  delegation  of any  ministerial  duties to
               qualified individuals.

          B.   Claims Procedure and Arbitration:

               In the event a dispute  arises  over  benefits  under  this Split
               Dollar Plan and  benefits  are not paid to the Insured (or to the
               Insured's  beneficiary(ies)  in the case of the Insured's  death)
               and  such  claimants  feel  they are  entitled  to  receive  such
               benefits,  then a  written  claim  must  be  made  to  the  Named
               Fiduciary  and Plan  Administrator  named above within sixty (60)
               days from the date payments are refused.  The Named Fiduciary and


                                       16
<PAGE>

               Plan  Administrator  shall  review the  written  claim and if the
               claim is  denied,  in whole or in part,  they  shall  provide  in
               writing  within  sixty  (60) days of  receipt  of such  claim the
               specific reasons for such denial,  reference to the provisions of
               this  Split  Dollar  Plan upon  which the denial is based and any
               additional  material  or  information  necessary  to perfect  the
               claim.  Such written notice shall further indicate the additional
               steps to be taken by claimants  if a further  review of the claim
               denial is desired.  A claim  shall be deemed  denied if the Named
               Fiduciary and Plan  Administrator  fail to take any action within
               the aforesaid sixty-day period.

               If claimants  desire a second  review they shall notify the Named
               Fiduciary  and Plan  Administrator  in writing  within sixty (60)
               days of the first claim  denial.  Claimants may review this Split
               Dollar  Plan or any  documents  relating  thereto  and submit any
               written  issues and  comments it may feel  appropriate.  In their
               sole discretion, the Named Fiduciary and Plan Administrator shall
               then  review  the  second  claim and  provide a written  decision
               within  sixty (60) days of receipt of such claim.  This  decision
               shall  likewise  state the specific  reasons for the decision and
               shall  include  reference  to  specific  provisions  of the  Plan
               Agreement upon which the decision is based.

               If  claimants  continue to dispute the benefit  denial based upon
               completed  performance  of this Split  Dollar Plan or the meaning
               and effect of the terms and  conditions  thereof,  then claimants
               may submit the dispute to an  arbitrator  for final  arbitration.
               The  parties  hereto  agree that they and their  heirs,  personal
               representatives,  successors  and  assigns  shall be bound by the
               decision  of such  arbitrator  with  respect  to any  controversy
               properly submitted to it for determination.

               Where a dispute arises as to the Bank's  discharge of the Insured
               "for  cause,"  such  dispute  shall   likewise  be  submitted  to
               arbitration as above described and the parties hereto agree to be
               bound by the decision thereunder.

          C.   Funding Policy.

               The  funding  policy  for  this  Split  Dollar  Plan  shall be to
               maintain  the subject  policy in force by paying,  when due,  all
               premiums required.

          D.   Basis of Payment of Benefits.

               Direct payment by the Insurer is the basis of payment of benefits
               under this Agreement,  with those benefits in turn being based on
               the payment of premiums as provided in this Agreement.

          E.   Claim Procedures.

               Claim forms or claim  information as to the subject policy can be
               obtained by contacting  Benmark,  Inc.  (800-544-6079).  When the
               Named  Fiduciary  has a claim  which  may be  covered  under  the
               provisions described in the insurance policy, they should contact
               the office  named  above,  and they will either  complete a claim
               form  and  forward  it to an  authorized  representative  of  the
               Insurer or advise the named  Fiduciary what further  requirements
               are  necessary.  The Insurer will evaluate and make a decision as
               to  payment.  If the claim is  payable,  a benefit  check will be
               issued in accordance with the terms of this Agreement.

               In the event that a claim is not eligible  under the policy,  the
               Insurer will notify the Named Fiduciary of the denial pursuant to
               the  requirements  under  the terms of the  policy.  If the Named
               Fiduciary is dissatisfied with the denial of the claim and wishes
               to contest  such claim  denial,  they  should  contact the office
               named  above and they will  assist  in making an  inquiry  to the
               Insurer.  All  objections to the Insurer's  actions  should be in
               writing and  submitted to the office named above for  transmittal
               to the Insurer.


                                       17
<PAGE>

XIII.    GENDER

         Whenever in this  Agreement  words are used in the  masculine or neuter
         gender, they shall be read and construed as in the masculine,  feminine
         or neuter gender, whenever they should so apply.

XIV.     INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

         The  Insurer  shall not be deemed a party to this  Agreement,  but will
         respect the rights of the parties as herein developed upon receiving an
         executed  copy of this  Agreement.  Payment  or  other  performance  in
         accordance with the policy provisions shall fully discharge the Insurer
         from any and all liability.

XV.      CHANGE OF CONTROL

         A  "Change  of  Control"  of the Bank  shall be  deemed  to  have  been
         effected for purposes of this Agreement if either:

               a.   voting control over more than 50% of the stock of the Bank's
                    holding   company  (the  "Holding   Company")  is  acquired,
                    directly  or  indirectly,  by any person or group  acting in
                    concert,

               b.   The Holding  Company is merged with or into any other entity
                    and the  shareholders  of the  Holding  Company  immediately
                    before such merger own less than 50% of the combined  voting
                    control of the corporation resulting from such merger, or

               c.   voting  control  over more than 50% of the stock of the Bank
                    is acquired,  directly or indirectly, by any person or group
                    acting in concert.

         If within two years following a Change of Control,  the Bank terminates
         the Insured for any reason except for Cause or the Insured  voluntarily
         terminates  his employment for "Good Reason," then the Insured shall be
         one hundred  percent  (100%)  vested in the  benefits  promised in this
         Agreement and, therefore,  upon the death of the Insured, the Insured's
         beneficiary(ies)  (designated  in accordance  with Paragraph III) shall
         receive the death  benefit  provided  herein as if the Insured had died
         while employed by the Bank (see Subparagraphs VI (A) & (B)).

         For purposes of this Agreement,  a voluntary termination by the Insured
         shall be considered an  involuntary  termination  with "Good Reason" if
         any of the  following  occurs  without the  Insured's  advance  written
         consent:  (i) a material diminution of the Insured's base compensation;
         (ii) a material  diminution  of the  Insured's  authority,  duties,  or
         responsibilities; (iii) a material diminution in the authority, duties,
         or  responsibilities  of the supervisor to whom the Insured is required
         to report;  (iv) a  material  diminution  in the budget  over which the
         Insured  retains  authority;  (v) a material  change in the  geographic
         location at which the Insured  must perform  services for the Bank;  or
         (vi) any other action or inaction that constitutes a material breach by
         the Bank of this  Agreement.  Furthermore,  in order  to  qualify  as a
         voluntary  termination for Good Reason, the Insured must give notice to
         the Bank of the existence of one or more of the conditions described in
         (a) - (f) above  within  90 days  after the  initial  existence  of the
         condition,  and the Bank  shall have 30 days  thereafter  to remedy the
         condition.

XVI.     AMENDMENT OR REVOCATION

         It is agreed  by and  between  the  parties  hereto  that,  during  the
         lifetime of the Insured,  this  Agreement  may be amended or revoked at
         any time or times,  in whole or in part, by the mutual written  consent
         of the Insured and the Bank.


                                       18
<PAGE>

XVII.    EFFECTIVE DATE

         The Effective Date of this Agreement shall be September 13, 2001.

XVIII.   SEVERABILITY AND INTERPRETATION

         If  a  provision   of  this   Agreement   is  held  to  be  invalid  or
         unenforceable,   the  remaining   provisions   shall   nonetheless   be
         enforceable  according to their terms.  Further,  in the event that any
         provision is held to be overbroad as written,  such provision  shall be
         deemed  amended to narrow its  application  to the extent  necessary to
         make  the  provision  enforceable  according  to law  and  enforced  as
         amended.

XIX. I.R.C. SECTION 409A SAVINGS CLAUSE

         Notwithstanding any provision to the contrary contained herein, if when
         the  Insured's  employment  terminates  the  Insured  is  a  "specified
         employee," as defined in section 409A of the Internal Revenue Code, and
         if any  payments  or  benefits  under  this  Agreement  will  result in
         additional tax or interest to the Insured  because of section 409A, the
         Insured  shall not be  entitled to the  payments or benefits  until the
         earliest of (a) the date that is at least six months after  termination
         of the Insured's employment for reasons other than the Insured's death,
         (b) the date of the Insured's  death, or (c) any earlier date that does
         not result in  additional  tax or interest to the Insured under section
         409A. As promptly as possible  after the end of the period during which
         payments  or  benefits  are delayed  under this  provision,  the entire
         amount of delayed  payments shall be paid to Executive in a single lump
         sum.  References  in this  Agreement  to Section  409A of the  Internal
         Revenue Code of 1986 include rules, regulations and guidance of general
         application issued by the Department of the Treasury under such Section
         409A.

XX.      APPLICABLE LAW

         The validity and interpretation of this Agreement shall be  governed by
         the laws of the State of South Carolina.

Executed at Fountain Inn, South Carolina this 13th day of September, 2001.


                              [SIGNATURES OMITTED]


                                       19
<PAGE>

                          BENEFICIARY DESIGNATION FORM
                      FOR LIFE INSURANCE ENDORSEMENT METHOD
                           SPLIT DOLLAR PLAN AGREEMENT


PRIMARY DESIGNATION:

         Name                         Address                    Relationship


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


SECONDARY (CONTINGENT) DESIGNATION:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


All sums payable under the Life Insurance  Endorsement  Method Split Dollar Plan
Agreement by reason of my death shall be paid to the Primary Beneficiary,  if he
or she survives me, and if no Primary  Beneficiary shall survive me, then to the
Secondary (Contingent) Beneficiary.




---------------------------------                       ------------------------
Ronald K. Earnest                                       Date


                                       20
<PAGE>


                                    AMENDMENT
                          TO THE EXECUTIVE SUPPLEMENTAL
                        RETIREMENT PLAN AGREEMENT AND THE
          LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT




This Amendment, made and entered into this ______ day of _____________, 2001, by
and between GrandSouth Bank, a Bank organized and existing under the laws of the
State of South Carolina,  hereinafter  referred to as the, "Bank", and Ronald K.
Earnest,  a Key Employee and Executive of the Bank,  hereinafter  referred to as
the, "Executive",  shall effectively amend the Executive Supplemental Retirement
Plan  Agreement  and the Life  Insurance  Endorsement  Method  Split Dollar Plan
Agreement as specifically set forth herein pursuant to said Agreements.


I.       EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN AGREEMENT

          1.   The date of  September  11, 2001 in  Subparagraph  I (A) shall be
               changed to September 13, 2001.

          2.   The following  language shall be added to the end of Subparagraph
               I (F) of said Agreement,  "...  divided by a factor equal to 1.05
               minus the marginal tax rate."

          3.   The following life insurance policy information shall be added to
               Subparagraph I (G):

               Insurance Company:                    Massachusetts Mutual Life
                                                      Insurance Company
               Policy Form:                         Flexible Premium Adjustable
                                                      Life
               Policy Name:                         Strategic Life Executive
               Insured's Age and Sex:               47, Male
               Riders:                              None
               Ratings:                             None
               Option:                              Level
               Face Amount:                         $1,081,920
               Premiums Paid:                       $368,000
               Number of Premium Payments:          Single
               Assumed Purchase Date:               September 13,2001



               Insurance Company:                   Union Central Life Insurance
                                                      Company
               Policy Form:                         Universal Life Insurance
               Policy Name:                         COLI UL
               Insured's Age and Sex:               47, Male
               Riders:                              None
               Ratings:                             None
               Option:                              Level
               Face Amount:                         $1,060,447
               Premiums Paid:                       $368,000
               Number of Premium Payments:          Single
               Assumed Purchase Date:               September 13,2001


                                       21
<PAGE>

          4.   The date of September  11, 2003 in  Subparagraph  II (C) shall be
               changed to September 13, 2003.


II. LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT

          1.   The following life insurance policy information shall be added to
               page one (1):

         Insurer:          Massachusetts Mutual Life Insurance Company
                                    Union Central Life Insurance Company

         Policy Number:    0044375
                                    U200001333

          2.   The date of September 11, 2003 in  Subparagraphs  VI (A), (B) and
               (C) shall be changed to September 13, 2003.

          3.   The date of September 11, 2003 in Paragraph XVII shall be changed
               to September 13, 2001.

          4.   The date of September  11, 2003 in the final  execution  sentence
               shall be changed to September 13, 2001.


This Amendment shall be effective the 13th day of September, 2001. To the extent
that any  paragraph,  term, or provision of said  agreement is not  specifically
amended herein,  or in any other  amendment  thereto,  said paragraph,  term, or
provision  shall remain in full force and effect as set forth in said  September
11, 2001 Agreements.


                       (SIGNATURES OMITTED)


                                       22