Exhibit 10.4.7

                          FIRST SOUTH BANK SPLIT DOLLAR
                                    AGREEMENT


       THIS AGREEMENT is made and entered into this 19th day of November,  1999,
by and between FIRST SOUTH BANK, a  state-chartered  commercial  bank located in
Spartanburg,   South  Carolina  (the  "Company"),   and  V.  LEWIS  SHULER  (the
"Executive").  This Agreement shall append the Split Dollar Endorsement  entered
into on  November  19,  1999,  or as  subsequently  amended,  by and between the
aforementioned parties.

                                  INTRODUCTION

       To encourage  the  Executive  to remain an employee of the  Company,  the
 Company is willing to divide the death proceeds of a life  insurance  policy on
 the  Executive's  life. The Company will pay life  insurance  premiums from its
 general assets.

                                Article 1 General
                                   Definitions

 The following terms shall have the meanings specified:

         1.1 "Insured" means the Executive.

         1.2 "Insurer " means West Coast Life Insurance Company.

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

         1.4  "Policy"  means  insurance  policy  no.  ZUA372461  issued  by the
Insurer.

         1.5  "Termination  of  Employment"  means the  Executive  ceasing to be
employed by the Company for any reason  whatsoever,  other than by reason of (a)
an approved leave of absence, (b) the Executive's death, (c) a change of control
(as  defined in the Salary  Continuation  Agreement  between the Company and the
Executive  effective  January  1,1999),  or (d) the  Executive's  disability (as
defined in said Salary Continuation Agreement).

                                Article 2 Policy
                               Ownership/Interests

         2.1 Company Ownership.  The Company is the sole owner of the Policy and
shall have the right to exercise all incidents of  ownership.  The Company shall
be the direct  beneficiary  of an amount of death  proceeds equal to the greater
of: (a) the cash surrender  value of the Policy plus the amount from Schedule A.
or (b) the  aggregate  premiums  paid on the  Policy  by the  Company  less  any
outstanding indebtedness to the Insurer.


<PAGE>


         2.2  Executive's  Interest.  The  Executive  shall  have  the  right to
designate the  beneficiary of  any-remaining  death proceeds of the Policy after
payment of the amount due the Company  under  Section 2,1. The  Executive  shall
also  have  the  right  to  elect  and  change  settlement  options  that may be
permitted.  Provided,  however, the Executive, the Executive's transferee or the
Executive's  beneficiary  shall have no rights or  interests  in the Policy with
respect to that  portion of the death  proceeds  designated  in this Section 2.2
upon the Executive's Termination of Employment prior to Normal Retirement Age.

         2.3  Option to  Purchase.  The  Company  shall not sell,  surrender  or
transfer ownership of the Policy while this Agreement is in effect without first
giving the Executive or the  Executive's  transferee  the option to purchase the
Policy for a period of sixty (60) days from  written  notice of such  intention.
The purchase price shall be an amount equal to the cash  surrender  value of the
Policy.  This  provision  shall not impair the right of the Company to terminate
this Agreement.

         2.4  Comparable  Coverage.  Upon  Termination  of Employment  after the
Executive's Normal Retirement Age, the Company shall maintain the Policy in full
force and effect and in no event shall the Company amend, terminate or otherwise
abrogate the Executive's interest in the Policy, unless the Company replaces the
Policy with a comparable  insurance  policy to cover the benefit  provided under
this  Agreement.  The Policy or any  comparable  policy  shall be subject to the
claims of the Company's creditors.

                                    Article 3
                                    Premiums

         3.1 Premium  Payment.  The Company  shall pay any  premiums  due on the
Policy.

         3.2 Imputed Income. The Company shall impute income to the Executive in
an amount equal to the current term rate for the  Executive's  age multiplied by
the aggregate death benefit payable to the Executive's beneficiary. The "current
term rate" is the minimum  amount  required to be imputed under Revenue  Rulings
64-328 and 66-110, or any subsequent applicable authority.

                                    Article 4
                                   Assignment

         The Executive  may assign  without  consideration  all interests in the
Policy and in this  Agreement to any person,  entity or trust.  In the event the
Executive  transfers all of the Executive's  interest in the Policy, then all of
the  Executive's  interest in the Policy and in the Agreement shall be vested in
the  Executive's  transferee,  who shall be substituted as a party hereunder and
the Executive shall have no further interest in the Policy or in this Agreement.











<PAGE>


                                    Article 5
                                     Insurer

        The Insurer shall be bound only by the terms of the Policy. Any payments
 the Insurer makes or actions it takes in accordance with the Policy shall fully
 discharge it from all claims, suits and demands of all entities or persons. The
 Insurer shall not be bound by or be deemed to have notice of the  provisions of
 this Agreement.

                                Article 6 Claims
                                    Procedure

         6.1 Claims  Procedure.  The Company  shall  notify the  Executive,  the
Executive's transferee or beneficiary,  or any other party who claims a right to
an interest under this Agreement (the "Claimant') in writing, within ninety (90)
days  of  the  Claimant's  written  application  for  benefits,  of  his  or her
eligibility or ineligibility  for benefits under this Agreement.  If the Company
determines that the Claimant is not eligible for benefits or full benefits,  the
notice shall set forth (a) the specific reasons for such denial,  (b) a specific
reference to the provisions of this Agreement on which the denial is based,  (c)
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
(d) an  explanation  of this  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) days.

         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  verbally  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 to be understood by the Claimant and the specific provisions of this
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.






<PAGE>


                                    Article 7
                           Amendments and Termination

        This Agreement may be amended or terminated only by a written  agreement
 signed by the Company and the Executive. However, unless otherwise agreed to by
 the Company and the Executive, this Agreement will automatically terminate upon
 the Executive's Termination of Employment prior to Normal Retirement Age.

                                    Article 8
                                  Miscellaneous

         8.1 Binding  Effect.  This  Agreement  shall bind the Executive and the
Company,    their   beneficiaries,    survivors,    personal    representatives,
administrators and transferees, and any Policy beneficiary.

         8.2 No Guarantee of  Employment.  This  Agreement is not an  employment
policy  or  contract.  It 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 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.
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.

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

         8.5 Notice.  Any notice,  consent or demand required or permitted to be
given  under the  provisions  of this  Split  Dollar  Agreement  by one party to
another  shall be in writing,  shall be signed by the party giving or making the
same,  and may be  given  either  by  delivering  the same to such  other  party
personally,  or by mailing the same, by United States  certified  mail,  postage
prepaid,  to such party,  addressed to his or her last known address as shown on
the records of the Company. The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.

         8.6 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.






<PAGE>


        8.7 Administration. The Company shall have powers which are necessary to
 administer this Agreement, including but not limited to:

          (a)  Interpreting the provisions of the Agreement;

          (b)  Establishing  and  revising  the  method  of  accounting  for the
               Agreement;

          (c)  Maintaining a record of benefit payments; and

          (d)  Establishing   rules  and  prescribing  any  forms  necessary  or
               desirable to administer the Agreement.

     8.8  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.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.




EXECUTIVE:                                         COMPANY:


                                                   FIRST SOUTH BANK



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


<PAGE>


                      SPLIT DOLLAR POLICY ENDORSEMENT FIRST
                       SOUTH BANK SPLIT DOLLAR AGREEMENT


Policy No. ZUA372461                                 Insured: V. LEWIS SHULER

 Supplementing  and amending the  application  for  insurance to West Coast Life
 Insurance  Company  ("Insurer") on August 12, 1999, the applicant  requests and
 directs that:

                                  BENEFICIARIES

     (1)  FIRST  SOUTH  BANK,  a  state-chartered  commercial  bank  located  in
Spartanburg,  South Carolina (the "Company"), shall be the direct beneficiary of
death  proceeds  equal to the  greater  of (a) the cash  surrender  value of the
Policy plus the amount from  Schedule A. or (b) the  aggregate  premiums paid on
the Policy by the Company less any outstanding indebtedness to the Insurer.

     (2) The  beneficiary of any remaining death proceeds shall be designated by
the Insured or the Insured's transferee,  subject to the provisions of paragraph
(5) below.

                                    OWNERSHIP

     (3) The Owner of the policy shall be the Company.  The Owner shall have all
ownership  rights in the  Policy  except as may be  specifically  granted to the
Insured or the Insured's transferee in paragraph (4) of this endorsement.

     (4) The Insured or the Insured's  transferee shall have the right to assign
his or her rights and  interests  in the Policy with  respect to that portion of
the death  proceeds  designated  in paragraph  (2) of this  endorsement,  and to
exercise all settlement options with respect to such death proceeds.

     (5)  Notwithstanding  the provisions of paragraph (4) above, the Insured or
the  Insured's  transferee  shall have no rights or interests in the Policy with
respect to that portion of the death  proceeds  designated  in paragraph  (2) of
this  endorsement  upon the Insured's  Termination of Employment prior to Normal
Retirement Age unless otherwise agreed to by the Company and the Executive.

             MODIFICATION OF ASSIGNMENT PROVISIONS OF THE POLICY

 Upon the death of the Insured,  the interest of any collateral  assignee of the
 Owner of the Policy  designated  in paragraph (3) above shall be limited to the
 portion of the proceeds described in paragraph (1) above.




<PAGE>


                                  MISCELLANEOUS

In the event of any  conflict  between  this  endorsement  and the Split  Dollar
Agreement  between the  parties of even date (the  "Agreement"),  the  Agreement
shall control.  All capitalized terms not defined in this endorsement shall have
the meaning assigned them in the Agreement.

                                OWNERS AUTHORITY

The  Insurer is hereby  authorized  to  recognize  the  Owner's  claim to rights
hereunder  without  investigating  the reason for any action taken by the Owner,
including its statement of the amount of premiums it has paid on the Policy. The
signature of the Owner shall be sufficient  for the exercise of any rights under
this  endorsement and the receipt of the Owner for any sums received by it shall
be a full discharge and release therefore to the Insurer.

 Any transferee's rights shall be subject to this endorsement. The Owner accepts
 and agrees to this split dollar endorsement.

 Signed at Spartanburg, South Carolina, this 19th day of November, 1999.

 FIRST SOUTH BANK
By: s/ Barry L. Slider
    -------------------
Its:  President/CEO



 The Insured  accepts and agrees to the foregoing and,  subject to the rights of
 the Owner as stated above, designates Jane M. Shuler as primary beneficiary and
 Matthew L. Shuler and Mary K. Shuler  equally as secondary  beneficiary  of the
 portion of the proceeds described in paragraph (2) above.

 Signed at Spartanburg, South Carolina, this 19th day of November, 1999.



THE INSURED:
s/ V. Lewis Shuler
------------------
V. LEWIS SHULER






<PAGE>


First South Bank
V. Lewis Shuler
Split Dollar Agreement and Endorsement Schedule A


Policy Year                                 Additional
  in Which                               Death Benefit
   Death                                        to the
   Occurs                                      Company
   ------                                      -------
       1                                       72,130
       2                                       83,283
       3                                       95,591
       4                                      109,212
       5                                      124,345
       6                                      141,258
       7                                      160,337
       8                                      182,255
       9                                      208,752
   Thereafter                                 208,752