Exhibit 10.4.6


                 FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT


       THIS SALARY  CONTINUATION  AGREEMENT (the  "Agreement") is made this 19th
 day  November,  1999,  by and between  FIRST  SOUTH  BANK,  a state bank with a
 principal office in Spartanburg, South Carolina (the "Company") and V.
 LEWIS SHULER (the "Executive").'

                                  INTRODUCTION

       To encourage  the  Executive  to remain an employee of the  Company,  the
 Company is willing to provide  salary  continuation  benefits to the Executive.
 The Company will pay the benefits from its general assets.

                                    AGREEMENT

       Now,  therefore,  in consideration of the mutual covenants and agreements
 herein, the Executive and the Company agree as follows:

                                    Article 1
                                   Definitions

         1.1 Definitions.  Whenever used in this Agreement,  the following words
and phrases shall have the meanings specified:

                  1.1.1  "Accrual  Balance  "means the amount of death  benefits
         payable to the Executive  pursuant to Section 3.1 of this Agreement and
         set forth in the attached Schedule A.

                  1.1.2  "Board"  or  "Board  of  Directors"  means the Board of
         Directors of the Company.

                  1.1.3 "Change of Control" means

                       (i) the  acquisition  by any person,  group of persons or
                           entities of the beneficial ownership or power to vote
                           more  than  twenty  (20%)  percent  of the  Company's
                           outstanding stock, or

                     (ii)  during any  period of two (2)  consecutive  years,  a
                           change  in the  majority  of  the  Board  unless  the
                           election  of each new  director  was  approved  by at
                           least  two-thirds  of the  directors  then  still  in
                           office who were  directors  at the  beginning of such
                           two (2) year period, or

                     (iii) a   reorganization,   merger,   exchange  of  shares,
                           combination or  consolidation of the Company with one
                           or more other corporations or other legal entities in
                           which the Company is not surviving  the  corporation,
                           or a  transfer  of  all or  substantially  all of the
                           assets of the Company to another person or entity.


<PAGE>


                 (iv)  Notwithstanding  any other  provision in this  Agreement,
                       "Change of Control"  shall not be  construed  to mean the
                       formation  of a bank  holding  company  or  other  entity
                       approved  in  advance  by the  Board  or any  changes  in
                       ownership of the Company's  assets or stock as the result
                       of the formation of such an entity.

                  1.1.4  "Code"  means the  Internal  Revenue  Code of 1986,  as
         amended.  References  to a Code  section  shall  be  deemed  to be that
         section as it now exists and to any successor provision.

                  1.1.5  "Disability"  means,  if the  Executive is covered by a
         Company  sponsored  disability  policy,  total disability as defined in
         such policy without regard to any waiting  period.  If the Executive is
         not covered by such a policy,  Disability means the Executive suffering
         a sickness,  accident or injury  that,  in the  judgment of a physician
         appointed  and  paid  by  the  Company,  prevents  the  Executive  from
         performing  substantially all of the Executive's  normal duties for the
         Company.  As a condition to any  benefits,  the Company may require the
         Executive to submit to such physical or mental evaluations and tests as
         the Company's Board of Directors deems appropriate.

                  1.1.6 "Early  Termination" means the Termination of Employment
         before Normal Retirement Age for reasons other than death,  Disability,
         Termination for Cause or following a Change of Control.

                  1.1.7 "Early  Termination  Date" means the month, day and year
         in which Early Termination occurs.

                  1.1.8 "Effective Dale "means January 1, 1999.

                  1.1.9   "Normal   Retirement   Age"   means  the   Executive's
         sixty-fifth (65th ) birthday.

                  1.1.10 "Normal  Retirement Date" means the later of the Normal
         Retirement Age or Termination of Employment.

                  1.1.11 "Plan Year" means a twelve-month  period  commencing on
         January  1st and ending on December  31st of each year.  The first Plan
         Year shall commence on the Effective Date of this Agreement.

                  1.1.12  'Termination  for Cause  "shall  have the  meaning set
         forth in Section 5.2.

                  1.1.13  'Termination of Employment  "'means that the Executive
         ceases to be employed by the  Company for any reason  whatsoever  other
         than by reason of a leave of absence  that is approved by the  Company.
         For  purposes  of this  Agreement,  if  there  is a  dispute  over  the
         employment  status  of the  Executive  or the  date of the  Executive's
         Termination of  Employment,  the Board shall have the sole and absolute
         right to decide the dispute.


                                       2
<PAGE>

                               Article 2 Lifetime
                                    Benefits

       2.1 Normal Retirement Benefit. Upon Termination of Employment on or after
the Normal  Retirement  Age for reasons other than the  Executive's  death,  the
Company shall pay to the Executive the benefit  described in this Section 2.1 in
lieu of any other benefit under this Agreement.

              2.1.1 Amount of Benefit. The annual benefit under this Section 2.1
      for the first  Plan  Year is  twenty  thousand  four  hundred  eighty-four
      ($20,484) dollars as stated on the attached Schedule A. The annual benefit
      will be  increased  two (2.0%)  percent each Plan Year  thereafter,  until
      Termination of Employment. The Board, in its sole discretion, may increase
      the annual  benefit  under this Section 2.1.1 beyond the annual two (2.0%)
      percent increase; however, any such increase shall require the restatement
      of Schedule A.

              2.1.2 Payment of Benefit. The Company shall pay the annual benefit
      to the Executive in equal and consecutive monthly  installments payable on
      the first  day of each  month  commencing  with the  month  following  the
      Executive's  Normal Retirement Date and continuing for two hundred fifteen
      (215) additional  months, for a total of two hundred sixteen (216) monthly
      payments.

         2.2 Early  Termination  Benefit.  Upon Early  Termination,  the Company
shall pay to the Executive the benefit  described in this Section 2.2 in lieu of
any other benefit under this Agreement.

                  2.2.1 Amount of Benefit. The benefit under this Section 2.2 is
         the Early Termination Annual Benefit amount set forth in Schedule A for
         the Plan Year ending immediately prior to the Early Termination Date.

                  2.2.2  Payment of Benefit.  The  Company  shall pay the annual
         benefit to the Executive in equal and consecutive monthly  installments
         payable  on the  first  day of each  month  commencing  with the  month
         following the Executive's  Normal Retirement Age and continuing for two
         hundred  fifteen (215)  additional  months,  for a total of two hundred
         sixteen (216) monthly payments.

       2.3 Disability  Benefit.  If the Executive  terminates  employment due to
Disability  prior  to  Normal  Retirement  Age,  the  Company  shall  pay to the
Executive the benefit described in this Section 2.3 in lieu of any other benefit
under this Agreement.

              2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
      Disability Annual Benefit amount set forth in Schedule A for the Plan Year
      ending  immediately  prior  to  the  date  in  which  the  Termination  of
      Employment  occurs.  However,  any  increase in the annual  benefit  under
      Section 2.1.1 would require the recalculation of the Disability benefit on
      Schedule  A.  The  Disability  Annual  Benefit  amount  is  determined  by
      calculating a fixed  annuity which is payable in one hundred  seventy-nine
      (179) equal monthly installments, crediting interest on the unpaid balance
      of the  Accrual  Balance at an annual  rate of seven and  one-half  (7.5%)
      percent, compounded monthly.



                                       3
<PAGE>


           2.3.2 Payment of Benefit.  The Company  shall pay the annual  benefit
    amount to the .  Executive  in equal and  consecutive  monthly  installments
    payable on the first day of each month  commencing  with the month following
    the  Termination of Employment and continuing for two hundred  fifteen (215)
    additional  months,  for a  total  of  two  hundred  sixteen  (216)  monthly
    payments.  Upon  petition  by  the  Executive,  the  Company,  in  its  sole
    discretion,  may instead  pay the benefit in an amount  equal to the Accrual
    Balance in a lump sum within sixty (60) days of Termination of Employment in
    lieu of any other benefit under this Agreement.

        2.4 Change of Control Benefit.  Upon Termination of Employment following
 a Change of  Control,  the  Company  shall  pay to the  Executive  the  benefit
 described  in  this  Section  2.4 in  lieu  of any  other  benefit  under  this
 Agreement.

               2.4.1 Amount of Benefit.  The annual  benefit  under this Section
       2.4 is the Change of Control  Annual Benefit amount set forth on Schedule
       A for the Plan Year in which Termination of Employment occurs.

               2.4.2  Payment  of  Benefit.  The  Company  shall pay the  annual
        benefit  amount  to the  Executive  in  equal  and  consecutive  monthly
        installments  payable on the first day of each month commencing with the
        month  following  the  Normal  Retirement  Date and  continuing  for two
        hundred  fifteen  (215)  additional  months,  for a total of two hundred
        sixteen (216) monthly payments.

                                 Article 3 Death
                                    Benefits

        3.1 Death Benefits.  If the Executive dies while employed by the Company
 and prior to  commencement  of any  benefits  due under  Article 2, the Company
 shall pay to the Executive's  beneficiary the benefit described in this Section
 3.1.  This  benefit  shall  be paid in lieu of any  other  benefit  under  this
 Agreement.

                  3.1.1 Amount of Benefit. The benefit under this Section 3.1 is
         the  Accrual  Balance  set forth in Schedule A for the Plan Year ending
         immediately prior to the Executive's death.

                  3.1.2 Payment of Benefit, The Company shall pay the benefit to
         the  Executive's  beneficiary  in a lump sum  within  sixty  (60)  days
         following the Executive's death.

                                    Article 4
                                  Beneficiaries

         4.1 Beneficiary  Designations.  The Executive shall designate a primary
and contingent beneficiary by filing a written designation with the Company. The
Executive  may  revoke or  modify  the  designation  at any time by filing a new
designation.  However,  designations  will  only be  effective  if signed by the
Executive  and  accepted by the Company  during the  Executive's  lifetime.  The
Executive's beneficiary designation shall be deemed automatically revoked if the
beneficiary  predeceases  the Executive,  or if the Executive  names a spouse as
beneficiary  and the marriage is subsequently  dissolved.  If the Executive dies


                                       4
<PAGE>

without  a valid  beneficiary  designation,  all  payments  shall be made to the
Executive's  surviving spouse, if any, and if none, to the Executive's surviving
descendants,  per stirpes,  and if no surviving spouse and  descendants,  to the
Executive's estate. If Executive dies and subsequently the beneficiary receiving
benefit  payments dies, then any remaining  payments shall be paid pursuant to a
written beneficiary designation filed with the Company made by such beneficiary,
or if none to such beneficiary's estate.

       4.2 Facility of Payment.  If a benefit is payable to a minor, to a person
declared incapacitated,  or to a person incapable of handling the disposition of
his or  her  property,  the  Company  may  pay  such  benefit  to the  guardian,
conservator,  legal  representative or person having the care or custody of such
minor,  incapacitated  person or incapable person. The Company may require proof
of incapacity,  minority or  guardianship  as it may deem  appropriate  prior to
distribution of the benefit.  Such distribution  shall completely  discharge the
Company from all liability with respect to such benefit.

                                    Article 5

                               General Limitations

               Notwithstanding  any provision of this Agreement to the contrary,
 Executive shall  irrevocably  forfeit and the Company shall not pay any benefit
 under this Agreement if any of the events described in Sections 5.1 - 5.3 below
 occur:

        5.1 Excess Parachute  Payment.  In the event that the benefit payable to
 the Executive pursuant to this Agreement should cause a "parachute payment,(11)
 as defined in Code section  280G(b)(2) of the Code,  then such benefit shall be
 reduced One Dollar  (SI.00) at a time until the payment  will not  constitute a
 parachute  payment.  In the event the benefit the Executive receives under this
 Agreement  should be incorrectly  calculated so that such amount  constitutes a
 parachute  payment,  then the  Executive  will  promptly  refund to Company the
 excess amount. Excess amount shall mean the amount in excess of the Executive's
 base amount, as defined in Code Section 280G(b)(3), multiplied by 2.999.

         5.2 Termination  for Cause.  If the Company  terminates the Executive's
employment for:

                  5.2.1 any willful act of misconduct or gross negligence, prior
         to a Change of Control,  which is  materially  injurious to the Company
         monetarily or otherwise;

                  5.2.2  a  criminal  conviction  of the  Executive  for any act
         involving the business and affairs of the Company; or

                  5.2.3 a criminal conviction of the Executive for commission of
         a  felony,  the  circumstances  of which  substantially  relate  to the
         Executive's position with the Company.

       5.3 Suicide or Misstatement.  If the Executive commits suicide within two
(2) years after the date of this  Agreement,  or if the  Executive  has made any
material misstatement of fact on any application for life insurance purchased by
the Company.


                                       5
<PAGE>

        5.4 No  Duplication  of  Benefits.  Each of the  benefits  described  in
 Articles 2 and 3 are intended to be separate benefits and mutually exclusive of
 the  other so that  once  benefit  payments  commence  under  one  Section  the
 Executive (or his beneficiary, as the case may be) shall not thereafter receive
 payments or become entitled to benefits under another Section.

                           Article 6 Claims and Review
                                   Procedures

         6.1 Claims  Procedure.  The Company  shall  notify any person or entity
that makes a claim  pursuant  to this  Agreement  (the  "Claimant")  in writing,
within ninety (90) days of the Claimant's written  application for benefits,  of
his or her eligibility or  noneligibility  for benefits under the Agreement.  If
the Company  determines  that the  Claimant is not eligible for benefits or full
benefits,  the notice shall set forth (1) the specific  reasons for such denial,
(2) a specific  reference to the provisions of the Agreement on which the denial
is based, (3) a description of any additional  information or material necessary
for the  Claimant to perfect his or her claim,  and a  description  of why it is
needed,  and (4) an explanation of the Agreement's  claims review  procedure and
other appropriate information as to the steps to be taken if the Claimant wishes
to have the claim  reviewed.  If the Company  determines  that there are special
circumstances  requiring  additional time to make a decision,  the Company shall
notify  the  Claimant  of the  special  circumstances  and the  date by  which a
decision is expected to be made, and may extend the time for up to an additional
ninety (90) day period.

         6.2 Review Procedure.  If the Claimant is determined by the Company not
to be eligible  for  benefits,  or if the  Claimant  believes  that he or she is
entitled  to  greater  or  different  benefits,  the  Claimant  shall  have  the
opportunity  to have such claim reviewed by the Company by filing a petition for
review  with the  Company  within  sixty (60) days  after  receipt of the notice
issued by the Company.  Said petition shall state the specific reasons which the
Claimant  believes  entitle him or her to  benefits  or to greater or  different
benefits.  Within sixty (60) days after  receipt by the Company of the petition,
the Company shall afford the Claimant (and counsel,  if any) an  opportunity  to
present  his or her  position  to the  Company  orally  or in  writing,  and the
Claimant (or counsel)  shall have the right to review the  pertinent  documents.
The Company  shall  notify the  Claimant of its  decision in writing  within the
sixty (60) day period,  stating specifically the basis of its decision,  written
in a  manner  calculated  to be  understood  by the  Claimant  and the  specific
provisions of the Agreement on which the decision is based.  If,  because of the
need for a hearing,  the sixty (60) day period is not  sufficient,  the decision
may be deferred  for up to another  sixty (60) day period at the election of the
Company,  but notice of this deferral shall be given to the Claimant.

                                   Article 7
                           Amendments and Termination

       This Agreement may be amended or terminated  only by a written  agreement
signed by the Company and the Executive.

                                    Article 8
                                  Miscellaneous

         8.1 Binding  Effect.  This  Agreement  shall bind the Executive and the
Company,  and their  heirs,  beneficiaries,  survivors,  legal  representatives,
personal representatives, assigns, successors, administrators and transferees.



                                       6
<PAGE>

         8.2 No Guarantee of  Employment.  This  Agreement is not an  employment
policy or contract.  This  Agreement  does not give the  Executive  the right to
remain an employee of the  Company,  nor does it  interfere  with the  Company's
right to  discharge  the  Executive.  This  Agreement  also does not require the
Executive  to remain an employee nor  interfere  with the  Executive's  right to
terminate  employment at any time.  Nothing in this Agreement shall be construed
as an employment agreement, either express or implied.

         8.3 Non-Transferability.  No amounts payable under this Agreement shall
be transferable by the Executive.  Further,  the Executive may not sell, assign,
alienate, pledge or otherwise encumber any benefits under this Agreement.

         8.4 Reorganization.  The Company shall not merge or consolidate into or
with another company, or reorganize,  or sell substantially all of its assets to
another company,  firm, or person unless such succeeding or continuing  company,
firm, or person agrees to assume and  discharge the  obligations  of the Company
under this Agreement.  Upon the occurrence of such event,  the term "Company" as
used in this  Agreement  shall be deemed to refer to the  successor  or survivor
company.  8.5 Tax  Withholding.  The Company  shall  withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

         8.6  Applicable  Law, The Agreement and all rights  hereunder  shall be
governed  by the laws of the  State  of South  Carolina,  except  to the  extent
preempted by the laws of the United States of America.

         8.7 Unfunded  Arrangement.  The  Executive and any  beneficiary  of the
Executive  are  general  unsecured  creditors  of the Company for the payment of
benefits  under this  Agreement.  This  Agreement  shall  always be an  unfunded
arrangement.  The benefits represent the mere promise by the Company to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation,  sale, transfer,  assignment,  pledge,  encumbrance,  attachment, or
garnishment by creditors.  Any insurance on the  Executive's  life, if any, is a
general  asset  of the  Company  to  which  the  Executive  and the  Executive's
beneficiary  have  no  preferred  or  secured  claim.  Title  to and  beneficial
ownership of any cash or assets  Company may earmark to pay the Executive or his
beneficiary shall at all times remain with Company.

         8.8 Entire Agreement.  This Agreement  constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are  granted  to the  Executive  by virtue of this  Agreement  other  than those
specifically set forth herein. 8.9 Administration. The Company shall have powers
which are necessary to administer this Agreement, including but not limited to:

                 8.9.1       Interpreting the provisions of the Agreement;



                                       7
<PAGE>


                  8.9.2    Establishing  and revising  the method of  accounting
                           for the Agreement;

                  8.9.3    Maintaining a record of benefit  payments;  and

                  8.9.4    Establishing   rules   and   prescribing   any  forms
                           necessary or desirable to administer  the  Agreement.
                           8.10 Named  Fiduciary.  For  purposes of the Employee
                           Retirement   Income   Security   Act  of   1974,   if
                           applicable,  the Company shall be the named fiduciary
                           and plan administrator under the Agreement. The named
                           fiduciary may delegate to others  certain  aspects of
                           the management and operation  responsibilities  under
                           this  Agreement  including the employment of advisors
                           and the delegation of ministerial duties to qualified
                           individuals.

         8.11 No Trust  Created.  Nothing  contained in this  Agreement,  and no
action taken  pursuant to its  provisions by either party hereto,  shall create,
nor be  construed  to create,  a trust of any kind or a  fiduciary  relationship
between the Company and the  Executive,  his designated  beneficiary,  any other
beneficiary of the Executive or any other person.

         8.12 Date of Birth. The Executive hereby represents to the Company that
his date of birth is June 8, 1943.

         IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have executed and sealed this Agreement as of the date first above written.

          Witnesses:                                     COMPANY:

                                                         FIRST  SOUTH BANK

          s/ Jean P. Ellison                    By:   s/  Barry  L. Slider
          ------------------                          --------------------------

          s/ Melissa K. Littlefield             Its:  President/CEO
          -------------------------                   --------------------------

                                                         EXECUTIVE:

           s/ Jean P. Ellison                            s/ V. Lewis Shuler
           ------------------                            -----------------------
                                                            V. Lewis Shuler

          s/ Melissa K Littlefield
          ------------------------




                                       8
<PAGE>

                                First South Bank
                                 V. Lewis Shuler
                      Salary Continuation Plan - Schedule A

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                     Early Term.               Early Termination       Change of Control           Disability
Plan       Benefit     Accrual       Vesting        Vested       Annual Benefit          Annual Benefit          Annual Benefit
Year        Level       Balance     Schedule        Benefit       Payable at 65           Payable at 65      Payable Immediately
------------------------------------------------------------------------------------------------------------------------------------
<S>         <C>         <C>            <C>           <C>             <C>                    <C>                     <C>
   1        20,484       16,338        100%          20,484          20,484                 20,484                   1,657
   2        20,894       34,328        100%          20,894          20,894                 20,894                   3,481
   3        21,312       54,179        100%          21,312          21,312                 21,312                   5,494
   4        21,738       76,148        100%          21,738          21,738                 21,738                   7,721
   5        22,173      100,557        100%          22,173          22,173                 22,173                  10,196
   6        22,616      127,835        100%          22,616          22,616                 22,616                  12,962
   7        23,068      158,608        100%          23,068          23,068                 23,068                  16,082
   8        23,530      193,959        100%          23,530          23,530                 23,530                  19,667
   9        24,000      236,697        100%          24,000          24,000                 24,000                  24,000

</TABLE>


                                       9
<PAGE>

                                   BENEFICIARY DESIGNATION

                 FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT

                                 V. LEWIS SHULER

 I designate  the  following as  beneficiary  of any death  benefits  under this
Salary Continuation Agreement:

 Primary:  Jane M. Shuler
           ------------------------------------------------

 Contingent:  Matthew L. Shuler and Mary K. Shuler, Equally
           ------------------------------------------------

Note:    To  name a  trust  as  beneficiary,  please  provide  the  name  of the
         trustee(s) and the exact name and date of the trust agreement.

I understand  that I may change these  beneficiary  designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically  revoked if the beneficiary  predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature       s/ V. Lewis Shuler
                -------------------------

 Date 11/19/99


 Accepted by the Company this 19th     day of    November, 1999
                              -----              ---------

By s/ Barry L. Slider
   ------------------------
Title President/CEO
      ---------------------


                                       10
<PAGE>

                               FIRST AMENDMENT TO
                                FIRST SOUTH BANK
                         SALARY CONTINUATION AGREEMENT


       THIS  AMENDMENT  is made this 27 day of April,  2000,  by and between the
       First South Bank, a state bank  located in  Spartanburg,  South  Carolina
       (the "Company"), and V. LEWIS SHULER (the "Executive).

       WITNESSETH:

       WHEREAS, the Executive and the Company entered into a Salary Continuation
Agreement (the "Agreement") dated November 19, 1999; and

       WHEREAS,  the  Executive  and the  Company are  desirous of amending  the
language to the Agreement.

       NOW, THEREFORE,  in consideration of the premises,  the Executive and the
 Company agree to amend the "Agreement" as follows:

       Paragraph 1.1.8 is amended to read as follows:

              1.1.8 "Effective  Date" means November 1, 1999.  Except as amended
        herein, the Agreement remains in full force and effect.

       IN WITNESS  WHEREOF,  the parties hereto have entered into this Amendment
 on the date and year first above written.


 EXECUTIVE:                                              COMPANY:

                                                         FIRST SOUTH BANK


s/ V. Lewis Shuler                                       By s/ Barry L. Slider
------------------                                          ------------------
V. LEWIS SHULER                                          Title  President & CEO
                                                                ----------------



                                       11
<PAGE>

                    SECOND AMENDMENT FIRST SOUTH BANK SALARY
                             CONTINUATION AGREEMENT

THIS SECOND  AMENDMENT  executed on this 19th day of June , 2001, by and between
FIRST SOUTH BANK, located in Spartanburg,  South Carolina (the "Company") and V.
LEWIS SHULER (the "Executive").

       WITNESSETH:

       WHEREAS,  the Executive and the Company entered into the FIRST SOUTH BANK
 SALARY  CONTINUATION  AGREEMENT on November 19, 1999, and on April 27, 2000 the
 Company and the  Executive  executed a FIRST  AMENDMENT TO THE FIRST SOUTH BANK
 SALARY CONTINUATION AGREEMENT (the "Agreement").

       WHEREAS,  the  Executive  and the  Company are  desirous of amending  the
language to the Agreement.

       NOW, THEREFORE,  in consideration of the premises,  the Executive and the
 Company agree to amend the "Agreement" as follows:

       Paragraph 1.1.11 is amended to read as follows:

       LI.11 "Plan Year" means a  twelve-month  period  commencing on November 1
and ending on October 31 of each year. The first Plan Year shall commence on the
Effective Date of this Agreement.

       Paragraph 2.3.1 is amended to read as follows:

              2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
 Disability  Annual  Benefit  amount  set forth in  Schedule A for the Plan Year
 ending  immediately  prior to the date in which the  Termination  of Employment
 occurs.

        Except as  amended  herein,  the  Agreement  remains  in full  force and
effect.

       IN WITNESS  WHEREOF,  the parties  hereto have  entered  into this Second
 Amendment on the date and year first above written.


EXECUTIVE:                                      COMPANY:

                                                FIRST SOUTH BANK


s/ V. Lewis Shuler                              By s/ Barry L. Slider
------------------                                 ------------------
V. Lewis Shuler                                Title President/CEO
                                                     ----------------


                                       12
<PAGE>

                                 THIRD AMENDMENT
                                     TO THE
                 FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT
                       DATED NOVEMBER 19,1999 AND AMENDED
                         APRIL 27,2000 AND JUNE 19,2001
                               FOR V. LEWIS SHULER


         THIS THIRD AMENDMENT is adopted this 20th day of March, 2007, effective
as of January 1, 2005,  by and between First South Bank, a state bank located in
Spartanburg,   South   Carolina  (the   "Company")  and  V.  Lewis  Shuler  (the
"Executive").

          The  Company  and  the  Executive  executed  the  Salary  Continuation
 Agreement on November 19, 1999 effective as of November 1, 1999, and executed a
 First Amendment on April 27, 2000, and a Second Amendment on June 19, 2001 (the
 "Agreement").

          The parties intend this Third Amendment to be a material  modification
 of the Agreement  such that all amounts earned and vested prior to December 31,
 2004 shall be subject to the provisions of Code Section 409A.

          The undersigned hereby amend the Agreement for the purpose of bringing
 the Agreement into compliance  with Section 409A of the Internal  Revenue Code.
 Therefore, the following changes shall be made:

          Section  1.1.5 of the  Agreement  shall be deleted in its entirety and
replaced by the following:

 1.1.5    "Disability"  means  the  Executive:  (i) is  unable  to engage in any
          substantial  gainful activity by reason of any medically  determinable
          physical or mental impairment which can be expected to result in death
          or can be  expected to last for a  continuous  period of not less than
          twelve  (12)  months;   or  (ii)  is,  by  reason  of  any   medically
          determinable  physical or mental  impairment  which can be expected to
          result in death or can be expected to last for a continuous  period of
          not  less  than  twelve  (12)  months,  receiving  income  replacement
          benefits  for a period of not less  than  three  (3)  months  under an
          accident  and health  plan  covering  employees  or  directors  of the
          Company. Medical determination of Disability may be made by either the
          Social  Security  Administration  or by the provider of an accident or
          health plan  covering  employees or directors of the Company  provided
          that the  definition  of  "disability"  applied  under such  insurance
          program complies with the requirements of the preceding sentence. Upon
          the request of the Plan Administrator, the Executive must submit proof
          to the Plan Administrator of the Social Security  Administration's  or
          the provider's determination.



                                       13
<PAGE>


          The  following  Section  1.1.11a  shall  be  added  to  the  Agreement
immediately following Section 1.1.11:

 1.1.1    l a "Specified  Employee"  means a key employee (as defined in Section
          416(i) of the Code  without  regard to  paragraph  5  thereof)  of the
          Company  if  any  stock  of  the  Company  is  publicly  traded  on an
          established securities market or otherwise.

          Section  1.1.13 of the Agreement  shall be deleted in its entirety and
replaced by the following:

 1.1.13  " Termination of Employment"  means the  termination of the Executive's
         employment  with the Company for  reasons  other than death.  Whether a
         Termination of Employment  takes place is determined based on the facts
         and  circumstances  surrounding  the  termination  of  the  Executive's
         employment  and whether the Company and the Executive  intended for the
         Executive to provide  significant  services  for the Company  following
         such  termination.  A change in the Executive's  employment status will
         not be considered a Termination of Employment if:

         (a)      the Executive  continues to provide services as an employee of
                  the Company at an annual rate that is twenty  percent (20%) or
                  more  of  the  services  rendered,  on  average,   during  the
                  immediately  preceding three full calendar years of employment
                  (or, if employed  less than three years,  such lesser  period)
                  and the  annual  remuneration  for  such  services  is  twenty
                  percent  (20%)  or more  of the  average  annual  remuneration
                  earned  during  the  final  three  full   calendar   years  of
                  employment  (or,  if less,  such  lesser  period),  or

         (b)      the Executive  continues to provide services to the Company in
                  a capacity  other  than as an  employee  of the  Company at an
                  annual  rate  that  is  fifty  percent  (50%)  or  more of the
                  services   rendered,   on  average,   during  the  immediately
                  preceding  three  full  calendar  years of  employment  (or if
                  employed  less than three years,  such lesser  period) and the
                  annual  remuneration  for such services is fifty percent (50%)
                  or more of the average annual  remuneration  earned during the
                  final three full  calendar  years of  employment  (or if less,
                  such lesser period).

          The  following   Section  1.1.14  shall  be  added  to  the  Agreement
immediately following Section 1.1.13:

 1.1.14   " Unforeseeable  Emergency" means a severe  financial  hardship to the
          Executive resulting from an illness or accident of the Executive,  the
          Executive's  spouse,  or the  Executive's  dependent  (as  defined  in
          Section 152(a) of the Code),  loss of the Executive's  property due to
          casualty,   or   other   similar   extraordinary   and   unforeseeable
          circumstances  arising as a result of events beyond the control of the
          Executive.


                                       14
<PAGE>

          Section  2.3.2 of the  Agreement  shall be deleted in its entirety and
replaced by the following:

 2.3.2    Payment of Benefit. The Company shall pay the annual benefit amount to
          the Executive in equal and consecutive monthly installments payable on
          the  first  day of each  month  commencing  with the  month  following
          Termination of Employment and continuing for two-hundred fifteen (215)
          additional  months,  for a total of two-hundred  sixteen (216) monthly
          payments.

          The  following  Sections  2.5,  2.6, 2.7 and 2.8 shall be added to the
Agreement  immediately  following  Section 2.4.2:

         2.5      Restriction on Timing of  Distributions.  Notwithstanding  any
                  provision of this Agreement to the contrary,  if the Executive
                  is  considered  a  Specified   Employee  at   Termination   of
                  Employment under such procedures as established by the Company
                  in  accordance   with  Section  409A  of  the  Code,   benefit
                  distributions that are made upon Termination of Employment may
                  not  commence  earlier  than six (6) months  after the date of
                  such Termination of Employment.  Therefore,  in the event this
                  Section 2.5 is applicable to the Executive,  any  distribution
                  which  would  otherwise  be paid to the  Executive  within the
                  first six months following the Termination of Employment shall
                  be accumulated  and paid to the Executive in a lump sum on the
                  first day of the seventh month  following the  Termination  of
                  Employment.  All subsequent distributions shall be paid in the
                  manner specified.

         2.6      Distributions  Upon Income Inclusion Under Section 409A of the
                  Code.  Upon the  inclusion of any amount into the  Executive's
                  income  as a  result  of the  failure  of this  non  qualified
                  deferred  compensation plan to comply with the requirements of
                  Section 409A of the Code, to the extent such tax liability can
                  be covered by the entire  amount  accrued by the Company  with
                  respect to the Company's obligations hereunder, a distribution
                  shall  be  made as  soon  as is  administratively  practicable
                  following the discovery of the plan failure.

         2.7      Change in Form or Timing of Distributions.  All changes in the
                  form or timing of distributions hereunder must comply with the
                  following requirements. The changes:

                  (a)      may  not  accelerate  the  time  or  schedule  of any
                           distribution,  except as provided in Section  409A of
                           the Code and the regulations thereunder;

                  (b)      must, for benefits  distributable under Sections 2.1,
                           2.2,  2.3  and  2.4,   delay  the   commencement   of
                           distributions  for a minimum  of five (5) years  from
                           the  date  the  first   distribution  was  originally
                           scheduled to be made; and

                  (c)      must take  effect not less than  twelve  (12)  months
                           after the election is made.

 2.8      Hardship  Distribution.  The Company may make a hardship  distribution
          under the  circumstances  described in Section  2.8.1 below.  Any such
          distribution  shall require the adjustment  described in Section 2.8.2
          to any amounts to be paid under Article 2 or 3.


                                       15
<PAGE>

         2.8.1    Application  for and Amount of  Hardship  Distribution.  If an
                  Unforeseeable  Emergency  occurs,  the Executive would then be
                  entitled to receive a distribution  under the  Agreement,  but
                  not before January 1, 2008.  The Company's  Board of Directors
                  ("the Board") shall make such distribution upon application by
                  the  Executive.  If applied for by  Executive,  the  Executive
                  shall receive, within sixty (60) days, a Hardship Distribution
                  from the Agreement (i) only to the extent deemed  necessary by
                  the  Board to  remedy  the  Unforeseeable  Emergency,  plus an
                  amount  necessary  to pay taxes  reasonably  anticipated  as a
                  result of the distribution; and (ii) after taking into account
                  the extent to which such Unforeseeable  Emergency is or may be
                  relieved through reimbursement or compensation by insurance or
                  otherwise or by liquidation of the Executive's  assets (to the
                  extent the liquidation would not itself cause severe financial
                  hardship).  In any event, the maximum amount which may be paid
                  out pursuant to this Section 2.8 is the amount the Company has
                  accrued with respect to the Company's obligations hereunder as
                  of the day that the Executive  petitioned the Board to receive
                  a Hardship Distribution under this Section.

         2.8.2    Benefit Adjustment.  At the time of any Hardship Distribution,
                  the  amount  the  Company  has  accrued  with  respect  to the
                  Company's obligations hereunder shall be reduced by the amount
                  of the Hardship Distribution and the benefits to be paid under
                  Article  2 or  Article 3 hereof  shall  reflect  such  reduced
                  amount.

         Section 5.1 of the Agreement shall be deleted in its entirety.

         Article  7 of the  Agreement  shall  be  deleted  in its  entirety  and
replaced by the following:

                                    Article 7

                           Amendments and Termination

7.1      Amendments.  This Agreement may be amended only by a written  agreement
         signed by the  Company  and the  Executive.  However,  the  Company may
         unilaterally amend this Agreement to conform with written directives to
         the Company from its auditors or banking  regulators  or to comply with
         legislative  changes or tax law,  including without  limitation Section
         409A of the  Code and any and all  Treasury  regulations  and  guidance
         promulgated thereunder.

7.2      Plan  Termination  Generally.  The Company and  Executive may terminate
         this Agreement at any time. The benefit  hereunder  shall be the amount
         the Company has accrued with respect to the obligations hereunder as of
         the date the  Agreement  is  terminated.  Except as provided in Section
         7.3, the  termination of this Agreement  shall not cause a distribution
         of  benefits  under this  Agreement.  Rather,  after  such  termination
         benefit  distributions will be made at the earliest  distribution event
         permitted under Article 2 or Article 3.

7.3      Plan Terminations Under Section 409A.  Notwithstanding  anything to the
         contrary in Section 7.2, if this Agreement  terminates in the following
         circumstances:

                                       16
<PAGE>


         (a)      Within thirty (30) days before,  or twelve (12) months after a
                  change in the  ownership or effective  control of the Company,
                  or in the ownership of a substantial  portion of the assets of
                  the Company as  described in Section  409A(a)(2)(A)(v)  of the
                  Code,  provided that all  distributions are made no later than
                  twelve (12) months following such termination of the Agreement
                  and further provided that all the Company's arrangements which
                  are  substantially  similar to the Agreement are terminated so
                  the Executive and all participants in the similar arrangements
                  are required to receive all amounts of  compensation  deferred
                  under the terminated arrangements within twelve (12) months of
                  the termination of the arrangements;

         (b)      Upon  the  Company's  dissolution  or with the  approval  of a
                  bankruptcy  court provided that the amounts deferred under the
                  Agreement are included in the Executive's  gross income in the
                  latest  of (i)  the  calendar  year  in  which  the  Agreement
                  terminates;  (ii) the calendar  year in which the amount is no
                  longer subject to a substantial  risk of forfeiture;  or (iii)
                  the  first  calendar  year  in  which  the   distribution   is
                  administratively practical; or

         (c)      Upon  the  Company's   termination   of  this  and  all  other
                  non-account  balance  plans (as  referenced in Section 409A of
                  the Code or the  regulations  thereunder),  provided  that all
                  distributions  are made no earlier than twelve (12) months and
                  no  later  than   twenty-four   (24)  months   following  such
                  termination,   and  the   Company   does  not  adopt  any  new
                  non-account  balance  plans  for a  minimum  of five (5) years
                  following the date of such termination;

         the Company may  distribute  the entire  amount  accrued by the Company
         with respect to the Company's obligations  hereunder,  determined as of
         the date of the  termination  of the  Agreement,  to the Executive in a
         lump sum subject to the above terms.

         The following Section 8.13 shall be added to the Agreement  immediately
following Section 8.12:

 8.13    Compliance  with Section  409A.  This  Agreement  shall at all times be
         administered  and the provisions of this Agreement shall be interpreted
         consistent  with the  requirements  of Section 409A of the Code and any
         and all regulations  thereunder,  including such  regulations as may be
         promulgated after the Effective Date of this Agreement.

         IN WITNESS OF THE ABOVE,  the Company and the Executive  hereby consent
to this Third Amendment.



 Executive:                                      First South Bank

s/ V. Lewis Shuler                               By Michael L. Woodrum
---------------------------------                   ----------------------------
 V. Lewis Shuler                                 Title HR and Training Director




                                       17
<PAGE>

                                FOURTH AMENDMENT
                                     TO THE
                 FIRST SOUTH BANK SALARY CONTINUATION AGREEMENT
                             DATED NOVEMBER 19,1999
                          AND AMENDED APRIL 27,2000 AND
                         JUNE 19,2001 AND MARCH 20,2007
                               FOR V. LEWIS SHULER

          THIS FOURTH AMENDMENT is adopted this 28th day of September,  2007, by
 and between  First  South  Bank,  a state bank  located in  Spartanburg,  South
 Carolina (the "Company") and V. Lewis Shuler (the "Executive").

          The  Company  and  the  Executive  executed  the  Salary  Continuation
 Agreement on November 19, 1999 effective as of November 1,1999,  and executed a
 First Amendment on April 27, 2000, and a Second  Amendment on June 19, 2001 and
 a Third Amendment on March 20, 2007 (the "Agreement").

          The parties intend this Fourth Amendment to be a material modification
 of the Agreement  such that all amounts earned and vested prior to December 31,
 2004 shall be subject to the provisions of Code Section 409A.

          The  undersigned  hereby amend the Agreement to reflect the final 409A
 Treasury Regulations. Therefore, the following changes shall be made:

          Section  1.13 of the  Agreement  shall be deleted in its  entirety and
replaced by the following:

 1.13     "Termination  of  Employment*  means  termination  of the  Executive's
          employment   with  the  Company  for  reasons   other  than  death  or
          Disability.  Whether a  termination  of  employment  has  occurred  is
          determined based on whether the facts and circumstances  indicate that
          the Company and the Executive  reasonably  anticipated that no further
          services would be performed  after a certain date or that the level of
          bona  fide  services  the  Executive  would  perform  after  such date
          (whether  as  an  employee  or  as an  independent  contractor)  would
          permanently  decrease  to no more  than  twenty  percent  (20%) of the
          average level of bona fide services  performed (whether as an employee
          or  an  Independent   contractor)   over  the  immediately   preceding
          thirty-six  (36) month  period (or the full  period of services to the
          Company if the  Executive has been  providing  services to the Company
          less than thirty-six (36) months).

          Sections  2.3,  2.3.1 and 2,3.2 of the  Agreement  shall be deleted in
their entirety and replaced by the
 following;

 2.3      Disability Benefit. If the Executive experiences a Disability prior to
          Normal  Retirement  Age, the Company  shall pay to the  Executive  the
          benefit  described  in this  Section 2.3 in lieu of any other  benefit
          under this Agreement.


                                       18
<PAGE>


2.3.1     Amount  of  Benefit.  The  benefit  under  this  Section  2.3  is  the
          Disability  Annual Benefit amount set forth on Schedule A for the Plan
          Year ending immediately prior to such Disability.

2.3.2     Payment of Benefit. The Company shall pay the annual benefit amount to
          the Executive in equal and consecutive monthly installments payable on
          the first day of each month  commencing  with the month following such
          Disability  and continuing for  two-hundred  fifteen (215)  additional
          months, for a total of two-hundred sixteen (216) monthly payments.

          Section 2.4.2 of the Agreement  shall be deleted in their entirety and
replaced by the following:

 2.4.2    Payment of Benefit. The Company shall pay the annual benefit amount to
          the Executive in equal and consecutive monthly installments payable on
          the first day of each month commencing with the month following Normal
          Retirement Age and continuing for two hundred fifteen (215) additional
          months, for a total of two hundred sixteen (216) monthly payments.

          Section  2.7 of the  Agreement  shall be deleted in its  entirety  and
replaced by the following:

 2.7      Change in Form or Timing of Distributions.  All changes in the form or
          timing of  distributions  hereunder  must  comply  with the  following
          requirements. The changes:

         (a)      may not accelerate  the time or schedule of any  distribution,
                  except  as  provided  in  Section  409 A of the  Code  and the
                  regulations thereunder;
         (b)      must, for benefits  distributable  under Sections 2.2 and 2.4,
                  be made  at  least  twelve  (12)  months  prior  to the  first
                  scheduled distribution;
         (c)      must, for benefits  distributable  under Sections 2.1, 2.2 and
                  2.4, delay the commencement of distributions  for a minimum of
                  five  (5)  years  from the date  the  first  distribution  was
                  originally scheduled to be made; and
         (d)      must take effect not less than  twelve  (12) months  after the
                  election is made.

          Section  7.3 of the  Agreement  shall be deleted in its  entirety  and
replaced by the following:

13  Plan  Terminations  Under  Section  409A.  Notwithstanding  anything  to the
contrary  in  Section  7.2,  if  this  Agreement  terminates  in  the  following
circumstances:

         (a)      Within thirty (30) days before,  or twelve (12) months after a
                  change in the  ownership or effective  control of the Company,
                  or in the ownership of a substantial  portion of the assets of
                  the Company as  described in Section  409A(a)(2)(A)(v)  of the
                  Code,  provided that all  distributions are made no later than
                  twelve (12) months following such termination of the Agreement
                  and further provided that all the Company's arrangements which
                  are  substantially  similar to the Agreement are terminated so
                  the Executive and all participants in the similar arrangements


                                       19
<PAGE>

                  are required to receive all amounts of  compensation  deferred
                  under the terminated arrangements within twelve (12) months of
                  the  termination of the  arrangements;

         (b)      Upon  the  Company's  dissolution  or with the  approval  of a
                  bankruptcy  court provided that the amounts deferred under the
                  Agreement are included in the Executive's  gross income in the
                  latest  of (i)  the  calendar  year  in  which  the  Agreement
                  terminates;  (ii) the calendar  year in which the amount is no
                  longer subject to a substantial  risk of forfeiture;  or (iii)
                  the  first  calendar  year  in  which  the   distribution   is
                  administratively practical; or

         (c)      Upon  the  Company's   termination   of  this  and  all  other
                  arrangements  that  would be  aggregated  with this  Agreement
                  pursuant to Treasury  Regulations  Section  1.409A-l(c) if the
                  Executive   participated   in  such   arrangements   ("Similar
                  Arrangements"),   provided  that  (i)  the   termination   and
                  liquidation  does not occur  proximate  to a  downturn  in the
                  financial   health  of  the  Company,   (ii)  all  termination
                  distributions  are made no earlier than twelve (12) months and
                  no  later  than   twenty-four   (24)  months   following  such
                  termination,  and  (iii)  the  Company  does not adopt any new
                  arrangement that would be a Similar  Arrangement for a minimum
                  of three (3) years  following  the date the Company  takes all
                  necessary  action to  irrevocably  terminate and liquidate the
                  Agreement;

         the Company  may  distribute  the amount the  Company has accrued  with
         respect to the Company's  obligations  hereunder,  determined as of the
         date of the  termination of the  Agreement,  to the Executive in a lump
         sum subject to the above terms.

         Schedule A shall be  deleted  in its  entirety  and  replaced  with the
following Schedule A.

         IN WITNESS OF THE ABOVE,  the Company and the Executive  hereby consent
to this Fourth Amendment.



Executive:                                         First South Bank

s/ V. Lewis Shuler                                 By s/ Barry L. Slider
------------------                                    ------------------
V. Lewis Shuler
                                                    Title President/CEO
                                                          -------------


                                       20
<PAGE>
                                                             Plan Year Reporting

                            Salary Continuation Plan
                                   Schedule A



 V. Lewis Shuler
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Birth Date; 6/8/1943                          Early Termination         Disability           Change in Control           Pre-retire.
Plan Anniversary Date: 11/1/2000                                                                                           Death
Normal Retirement: 6/8/2008, Age 65             Annual                Annual                   Annual                      Benefit
                                                Benefit      (3)      Benefit      (3)         Benefit      (3)
Normal Retirement Payment:                    Amount Payable at     Amount Payable at        Amount Payable at           Lump Sum
Monthly for 18 years                        Normal Retirement Age Separation from Service  Normal Retirement Age           Benefit
------------------------------------------------------------------------------------------------------------
            Discount    Benefit    Accrual               Based On               Based On               Based On          Based On
              Rate       Level z   Balance    Vesting     Benefit   Vesting     Accrual   Vesting      Benefit          Accrual
Values    --------------------------------------------------------------------------------------------------------------------------
as of          (1)        (2)        (3)        (4)         (5)        (6)       (7)        (8)          (9)              (10)
------------------------------------------------------------------------------------------------------------------------------------
<S>          <C>        <C>       <C>         <C>         <C>         <C>       <C>         <C>        <C>               <C>
Oct 2000     7.50%      20,484     16,338     100%        20,484      100%       1,657      100%       20,484             16,338
Oct 2001     7.50%      20,894     34,328     100%        20,894      100%       3,481      100%       20,894             34,328
Oct 2002     7.50%      21,312     54,179     100%        21,312      100%       5,494      100%       21,312             54,179
Oct 2003     7.50%      21,738     76,148     100%        21,738      100%       7,721      100%       21,738             76,148
Oct 2004     7.50%      22,173    100,557     100%        22,173      100%      10,196      100%       22,173            100,557
Oct 2005     7.50%      22,616    127,835     100%        22,616      100%      12,962      100%       22,616            127,835
Oct 2006     7.50%      23,068    158,608     100%        23,068      100%      16,082      100%       23,068            158,608
Oct 2007     7.50%      23,530    193,959     100%        23,530      100%      19,667      100%       23,530            193,959
Jun 2008     7.50%      24,000    238,176     100%        24,000      100%      24,000      100%       24,000            238,176
</TABLE>

1    June 8, 2008 Retirement; July 1, 2008 First Payment Date

2    The benefit amount is based on a $20,484  beginning  benefit,  inflating at
     2.00% each year to $24,000 at retirement.

3    The annual benefit amount will be distributed in 12 equal monthly  payments
     for a total of 216 monthly payments.

" IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND
  THE AGREEMENT,  THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL.  IF A
  TRIGGERING  EVENT  OCCURS,  REFER TO THE  AGREEMENT  TO  DETERMINE  THE ACTUAL
  BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.



                                       21