Exhibit 10.4.3

                                                          SPLIT DOLLAR AGREEMENT
 SOUTH CAROLINA SPARTANBURG COUNTY

          THIS AGREEMENT,  made and entered into this 21st day of June, 1996, by
 and between First South Bank, (hereinafter referred to as the "Corporation"), a
 banking  corporation  organized and existing under the laws of South  Carolina,
 and Verlin Lewis Shuler, (hereinafter referred to as the "Employee").

         WHEREAS,  the Employee  has  performed  his duties in an efficient  and
capable manner; and

         WHEREAS,  the  Corporation is desirous of retaining the services of the
employee; and

         WHEREAS,  the  Corporation  is desirous of  assisting  the  Employee in
paying for life insurance on his own life; and

         WHEREAS,  the  Corporation has determined that this assistance can best
be provided under a "split-dollar" arrangement; and

         WHEREAS, the Employee has applied for, and is the owner and beneficiary
of  Insurance  Policy  No.  S7-059-369  (the  "Policy")  issued by  Northwestern
National Life Insurance Company in the face amount of $100,000; and

         WHEREAS,  the  Corporation  and Employee  agree to make said  insurance
 policy subject to this split-dollar agreement; and

         WHEREAS,  the Employee has  assigned the Policy to the  Corporation  as
collateral for amounts to be advanced by the Corporation under this agreement by
an instrument of assignment, dated June 7, 1996 (the "Assignment"); and

         WHEREAS,  it is  now  understood  and  agreed  that  this  split-dollar
agreement  is to be effective as of the date on which the Policy was assigned to
the Corporation;

         NOW,  THEREFORE,  for value received and in consideration of the mutual
covenants contained herein, the parties agree as follows:

          1.  Definitions.  For purposes of this agreement,  the following terms
              will have the meanings set forth below:

               (a)  "Cash  Surrender  Value of the  Policy"  will  mean the Cash
                    Value of the  Policy;  plus the  cash  value of any  paid-up
                    additions;   plus  any  dividend  accumulations  and  unpaid
                    dividends; and less any Policy Loan Balance.

                             Page 1 of Six (6) Pages



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               (b)  "Cash  Value of the  Policy"  will  mean  the cash  value as
                    illustrated in the table of values shown in the Policy.

               (c)  "Corporation's Interest in the Policy" will be as defined in
                    Paragraph  6. (d)  "Current  Loan Value of the Policy"  will
                    mean the Loan Value of the Policy reduced by any outstanding
                    Policy Loan Balance.

               (e)  "Loan  Value of the Policy"  will mean the amount  which the
                    loan interest will equal the Cash Value of the Policy and of
                    any paid-up  additions on the next loan interest due date or
                    on the  next  premium  due  date  whichever  is the  smaller
                    amount.

               (f)  "Policy  Loan  Balance" at any time will mean  policy  loans
                    outstanding plus interest accrued to date.

     2.   Allocation  of  Premiums.  The  Employee  will pay that portion of the
          annual  premium due on the policy that is equal to the less of (a) the
          amount to the entire economic benefit  (including any economic benefit
          attributable to the use of Policy  dividends) that would be taxable to
          the Employee but for such  payments,  or (b) the amount of the premium
          due on the  policy.  The  Corporation  will pay the  remainder  of the
          premium.  The  economic  benefit that would be taxable to the Employee
          will be computed in accordance  with I.R.S.  Revenue  Rulings  64-328,
          1964-2  C.B.  11 and  66-110,  1966-1  C.B.  12,  as in  effect on the
          effective date of this agreement.

     3.   Waiver of Premiums Rider. Upon written request by the Corporation, the
          Employee  will add to the Policy a rider  providing  for the waiver of
          premiums  in the  event  of his  disability.  Any  additional  premium
          attributable to such rider will be payable by the Corporation.

     4.   Payment of Premiums.  Any premium or portion  thereof which is payable
          by the  Employee  under any  provision  of this  agreement  may at the
          election  of the  Employee  be  deducted  from the  cash  compensation
          otherwise  payable to him and the Corporation  agrees to transmit that
          premium or portion,  along with any premium or portion thereof payable
          by it, to  Northwestern  National Life Insurance  Company on or before
          the premium due date.

     5.   Application of Policy  Dividends.  All dividends  attributable  to the
          Policy will be applied to provide paid-up additional insurance.

     6.   Rights in the Policy.  The Employee  may exercise all rights,  options
          and  privileges of ownership in the Policy except those granted to the
          Corporation

                               Page 2 of Six (6) Pages



<PAGE>


          in the  Assignment.  The  Corporation  will have  those  rights in the
          policy given to it in the Assignment  except as hereinafter  modified.
          The Corporation will not surrender the policy for cancellation  except
          upon  expiration of the thirty (30) day period  described in Paragraph
          9. The  Corporation  will  not  without  the  written  consent  of the
          Employee  assign its rights in the Policy,  other than for the purpose
          of  obtaining  a loan  against the  Policy,  to anyone  other than the
          Employee.  The  Corporation  will not take any action in dealing  with
          Northwestern  National  Life  Insurance  Company that would impair any
          right or interest of the Employee in the Policy.  The Corporation will
          have the right to borrow from  Northwestern  National  Life  Insurance
          Company,  and to secure  that  loan by the  Policy,  an amount  which,
          together with the unpaid  interest  accrued  thereon,  will at no time
          exceed the less of (a) the  Corporation's  Interest  in the Policy and
          (b) the Loan Value of the Policy.  The  Corporation's  Interest in the
          Policy will be the  liability  of the Employee for which the Policy is
          held as  collateral  security  under  the  Assignment.  "Corporation's
          Interest in the Policy"  will mean,  at any time at which the value of
          such  interest is to be determined  under this  agreement the total of
          premiums theretofore paid on the Policy by the Corporation  (including
          premiums  paid by loans charged  automatically  against the Policy but
          not  including  any  premiums  paid,  by  loan or  otherwise,  for any
          supplemental  agreement or rider), reduced by the Policy Loan Balance,
          with  respect to any loans made or charged  automatically  against the
          policy by the Corporation.  In the event that the Corporation has paid
          additional  premiums  attributable to a rider providing for the waiver
          of premiums in the event of the Employee's  disability,  "premiums" as
          used in the preceding  sentence  will not include any premiums  waived
          pursuant to the terms of such rider while this agreement is in force.

     7.   Rights to the Proceeds at Death.  Upon the death of the Employee while
          this agreement is in force, the proceeds of the Policy will be payable
          as follows: (a) Part shall be payable to the Employer; this part shall
          be equal to the  aggregate  amount of the interest  free loans made by
          the Employee  pursuant to this  Agreement,  less any Policy or premium
          loans or other  indebtedness  secured  by the  Policy,  (b) The entire
          balance of the proceeds in excess of the part payable under 7(a) above
          shall be payable to the beneficiary of the Policy.  8.  Termination of
          Agreement.  This  agreement  may be  terminated  at any time while the
          Insured is living by written notice thereof by either the  Corporation
          or the Employee to the other;  and, in any event,  this agreement will
          terminate upon termination of the Employee's employment.




                              Page 3 of Six (6) Pages






<PAGE>


     9.   Employee  Rights Upon  Termination.  The employee will, for the thirty
          (30) days immediately  following the date on which termination occurs,
          have the right to obtain a release of the  Assignment by paying to the
          Corporation  an  amount  equal to the  Corporation's  Interest  In The
          Policy. Upon such payment the Corporation will release its interest in
          the Policy to the  Employee.  Alternatively,  at the  election  of the
          Employee  prior to the  expiration  of said thirty (30) day period and
          upon the  payment by him of the excess,  if any, of the  Corporation's
          Interest In The Policy over the Current Loan Value of the Policy,  the
          Corporation  will make a  collateral  policy  loan from the  Insurance
          Company in the amount of the Current  Loan Value of the Policy,  or in
          the amount of the  Corporation's  Interest In The Policy, if less, and
          release its  interest in the Policy to the  Employee.  Upon release by
          the  Corporation  of all of its  interest in the Policy,  the Employee
          will  thereafter own the policy free from the Assignment and from this
          Agreement but subject to any Policy loans and interest thereon. If the
          Employee  fails  to make  either  the  payment  or the  election  (and
          payment,  if any) provided for in this Paragraph,  the Employee agrees
          to transfer all of his right,  title and interest in the Policy to the
          Corporation,  by executing such documents as are necessary to transfer
          such right,  title and interest to the  Corporation  as of the date of
          termination.  The Corporation will thereafter be able to deal with the
          Policy in any way that it may see fit.

     10.  Status of Agreement vs. Collateral Assignment. As between the Employee
          and the  Corporation,  this  Agreement will take  precedence  over any
          provisions of the Assignment.  The Corporation  agrees not to exercise
          any right  possessed by it under the  Assignment  except in conformity
          with this Agreement.

     11.  Satisfaction of Claim.  The Employee  rights and interest,  and rights
          and  interest  of any persons  taking  under or through  him,  will be
          completely  satisfied  upon  compliance  by the  Corporation  with the
          provisions of this Agreement.

     12.  Amendment and  Assignment.  This Agreement may be altered,  amended or
          modified,  including the addition of any extra policy provisions, only
          by a written  instrument  signed by the  Corporation and the Employee.
          Either party may,  subject to the  limitations  of Paragraph 6, assign
          its interest and obligations under this Agreement,  provided, however,
          that any assignment will be subject to the terms of this Agreement.

     13.  Possession  of Policy.  The  Corporation  will keep  possession of the
          Policy.  The  Corporation  agrees from time to time to make the Policy
          available to the Employee or to  Metropolitan  Life Insurance  Company

                              Page 4 of Six (6) Pages



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          for the purpose of  endorsing or filing any change of  beneficiary  on
          the  Policy  but  the  Policy   will   promptly  be  returned  to  the
          Corporation.

     14.  Governing Laws. This Agreement sets forth the entire  Agreement of the
          parties  hereto,  and any  and all  prior  agreements,  to the  extent
          inconsistent herewith,  are hereby superseded.  This Agreement will be
          governed by the laws of the State of South Carolina.

     15.  Interpretation. Where appropriate in this Agreement, words used in the
          singular will include the plural and words used in the masculine  will
          include the feminine.


     IN WITNESS  WHEREOF,  the parties have  hereunto set their hands and seals,
the Corporation by its duly authorized  officer, on the day and year first above
written.


                                            s/ V. Lewis Shuler
                                            ----------------------
                                            Verlin Lewis Shuler


                                            FIRST SOUTH BANK

                                            By:


                                            s/ Roger Habisreutinger
                                            -----------------------------------
                                            Chairman of the Board of Directors




ATTEST:



s/ Barry L. Slider
----------------------
Asst. Secretary




                             Page 5 of Six (6) Pages


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STATE OF SOUTH CAROLINA
COUNTY OF SPARTANBURG


     I, a Notary Public of the County and State  aforesaid,  certify that Verlin
Lewis  Shuler  personally  appeared  before  me this  day and  acknowledged  the
execution of the foregoing instrument.

     WITNESS my hand and official stamp or seal, this 21st day of June, 1996.





     My Commission Expires:  5/22/2001                  s/ Jean P. Ellison
                             ---------                  -----------------------
                                                          Notary Public




STATE OF SOUTH CAROLINA
COUNTY OF SPARTANBURG

         I, a Notary Public of the County and State  aforesaid,  certify that s/
Barry L. Slider personally  appeared before me this day and acknowledged that he
is Secretary of First South Bank and that by authority duly given and as the act
of the  Corporation,  the  foregoing  instrument  was  signed in its name by the
Chairman of its Board of Directors,  sealed with its corporate seal and attested
by him as its Secretary.

     WITNESS my hand and official stamp or seal, this 21st day of June, 1996.



     My Commission Expires:  5/22/2001                  s/ Jean P. Ellison
                             ---------                  -----------------------
                                                          Notary Public


                             Page 6 of Six (6) Pages



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               SPLIT DOLLAR LIFE INSURANCE POLICY ENDORSEMENT FORM

                  NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
                             MINNEAPOLIS, MINNESOTA

This endorsement shall apply to the insurance on the life of Verlin Lewis Shuler
under policy #S7-059-369

Northwestern  National  Life  Insurance  Company  agrees to pay the  entire  net
proceeds to the  designated  beneficiaries,  if said  policy  becomes a claim by
reason of death of the Insured, in the following manner:

The net proceeds shall be allocated into Parts A and B as follows:

Part A shall  consist  of the  portion of the  proceeds  equal to the sum of the
total  premium  paid from the date of this Policy to the date to which  premiums
are paid  following  the Insured's  death,  less any net  indebtedness  to First
South.

Part B shall consist of the balance, if any, of the proceeds payable in a single
sum to Jane M. Shuler ( Employee's Beneficiary )

Dated this 20 day of June, 1996 at Spartanburg, South Carolina.

s/ Verlin Lewis Shuler                      First South Bank
----------------------
Employee                                    Employer

                                            By Barry L. Slider
                                               ----------------------
                                             Its President/CEO

This  policy  endorsement  has  been  received  by  Northwestern  National  Life
Insurance  Company at its' Home  Office  and made a part of the above  described
policy on June 20, 1996.

This policy endorsement  revokes any prior endorsements  applicable to the above
described policy.




<PAGE>









STATE OF SOUTH CAROLINA                            FIRST AMENDMENT TO
                                                 SPLIT DOLLAR AGREEMENT
COUNTY OF SPARTANBURG


         WHEREAS, FIRST SOUTH BANK, a bank organized and existing under the laws
 of the State of South Carolina (the "Corporation") and VERLIN LEWIS SHULER (the
 "Employee") entered into a Split Dollar Agreement (the "Agreement") on June 21,
 1996, regarding Insurance Policy No. S7-059-369 issued by Northwestern National
 Life Insurance Company; and

         WHEREAS,  Corporation  and  Employee  reserved  the right to amend said
Agreement in Paragraph 12 thereof; and

         WHEREAS, Corporation and Employee desire to amend said Agreement. NOW,

         THEREFORE,  Corporation  and  Employee  hereto  agree as  follows:

         (1)  Corporation  and Employee  hereby amend said Agreement by deleting
Paragraph 7 therefrom  in its  entirety  and  substituting  in lieu  thereof the
following:

                  7.  Rights to the  Proceeds  at  Death.  Upon the death of the
         Employee while this  agreement is in force,  the proceeds of the Policy
         will  be  payable  as  follows:  (a)  Part  shall  be  payable  to  the
         Corporation;  this part shall be equal to the  aggregate  amount of the
         interest free loans made by the Corporation pursuant to this Agreement,
         less any Policy or premium loans or other  indebtedness  secured by the
         Policy,  (b) The entire  balance of the  proceeds in excess of the part
         payable  under 7(a) above  shall be payable to the  beneficiary  of the
         Policy.

         (2)  Corporation  and Employee  hereby amend said Agreement by adding a
new section at the end thereof, designated Paragraph 16 to read as follows:


<PAGE>


 16. ERISA.

         (a) The  President  of  Corporation  is  hereby-  designated  the named
fiduciary until resignation or removal. The named fiduciary shall be responsible
for the  management,  control  and  administration  of the 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) The funding  policy for the split  dollar plan shall be to maintain
the insurance policy in force by paying, when due, all premiums required.

         (c) Claim forms or claim  information as to the insurance policy can be
obtained by contacting Corporation.

         (d) When the named fiduciary has a claim which may be covered under the
provisions described in the insurance policy, the named fiduciary should contact
Corporation,  who  will  either  complete  a claim  form  and  forward  it to an
authorized representative of the insurance company or advise the named fiduciary
what further requirements are necessary. The insurance company will evaluate the
claim and make a decision as to payment  within ninety (90) days of the date the
claim is received by them.

          In the  event  that a claim is not  eligible  under  the  policy,  the
 insurance  company  will  notify  the  named  fiduciary  of  the  denial.  Such
 notification  will be made in writing,  within ninety (90) days of the date the
 claim is received,  and will be transmitted  through the office of Corporation.
 The notification  will include the specific reasons for the denial,  as well as
 specific reference to the policy provisions upon which the denial is based. The
 named  fiduciary  will also be  informed  as to the steps which may be taken to
 have the claim denial reviewed.

         A decision as to the validity of a claim will ordinarily be made within
ten (10)  working  days of the  date the  claim  is  received  by the  insurance
company.  Occasionally,  however,  certain  questions  may prevent the insurance
company  from  rendering  a decision  on the  validity  of the claim  within the
specific  ninety {90) day period.  If this occurs,  the named  fiduciary will be
notified of the reasons for the delay, as well as the anticipated  length of the
delay,  in writing  and through  Corporation.  If further  information  or other
material is required, the named fiduciary will be so informed.



<PAGE>


          If the named fiduciary is  dissatisfied  with the denial of the claim,
 or the amount paid,  the named  fiduciary has sixty (60) days from the date the
 named  fiduciary  receives  notice of a claim denial to file  objections to the
 action taken by the insurance company. If the named fiduciary wishes to contest
 a claim denial, the named fiduciary should notify Corporation,  who will assist
 in making  inquiry  to the  insurance  company.  All  objections  to  insurance
 company's  actions  should be in  writing  and  submitted  to  Corporation  for
 transmittal to the insurance company.

         The  insurance  company  will  review  the claim  denial  and  render a
 decision on the claim denial.  The named  fiduciary will be informed in writing
 of the decision of the insurance  company within sixty (60) days of the date of
 the claim review  request is received by the insurance  company.  This decision
 will be final.

         Once a decision has been  rendered as to the  distribution  of proceeds
 under the claim  procedure  described  above as to the  policy,  claims for any
 benefits due under this Agreement or the surrender of the policy may be made in
 writing by Employee to the named fiduciary.

          In the event a claim  for  benefits  is  wholly  or  partly  denied or
disputed,  the named fiduciary shall within a reasonable  period of time,  after
receipt of the claim, notify Employee of such total or partial denial or dispute
listing:

         (i)      The specific reasons for the denial or dispute;

         (ii)     Specific reference to pertinent plan provisions upon which the
                  denial or dispute is based;

         (iii)    A  description  of  any  additional  material  or  information
                  necessary  for  the  claimant  to  perfect  the  claim  and an
                  explanation  of why such material or information is necessary;
                  and

         (iv)     An  explanation of the plan's review  procedure.  Within sixty
                  (60)  days of denial  or  notice  of claim  under the plan,  a
                  claimant  may request  that the claim be reviewed by the named
                  fiduciary in a full and fair hearing.  A final  decision shall
                  be  rendered  by the named  fiduciary  within  sixty (60) days
                  after receipt of request for review.


<PAGE>


         (3)  Corporation  and Employee  hereby amend said  Agreement by stating
that all references to Metropolitan Life Insurance Company in Paragraph 13 shall
mean Northwestern National Life Insurance Company.

         (4) As amended by this First Amendment, Corporation and Employee hereby
confirm, ratify and republish said Split Dollar Agreement dated June 21, 1996.

         IN WITNESS WHEREOF,  Corporation,  by its duly authorized officer,  and
Employee hereto have signed this First Amendment to Split Dollar  Agreement this
23rd day of July of 1999.


Witness:                                    FIRST SOUTH BANK
s/ Melissa K Littlefield                   BY:  S/ Barry L. Slider
-------------------------                       -----------------------
s/ Jean P. Ellison                              Its:  President & CEO
-------------------------
s/                                              s/ Verlin Lewis Shuler
                                                -----------------------
s/ Melissa K. Littlefield
-------------------------


<PAGE>


THIS  ATTACHMENT  TO THE BELOW  REFERENCED  SPLIT DOLLAR LIFE  INSURANCE  POLICY
PROVIDES  INSTRUCTIONS  REGARDING  THE  PAYMENT OF  BENEFITS TO THE BANK AND THE
BENEFICIARY NAMED IN THE POLICY. INCLUDED WITH THIS ATTACHMENT IS A PHOTOCOPY OF
A PORTION OF THE BANK'S JANUARY 19, 2005,  BOARD OF DIRECTORS  MEETING  MINUTES.
THOSE MINUTES  RECORDED THE BOARD'S  APPROVAL OF THE METHOD OF PREMIUM  PAYMENTS
ADOPTED BY THE BANK  SUBSEQUEST TO THE SEC/IRS RULINGS IN 2002 WHICH CHANGED HOW
PREMIUMS  PAID ON SPLIT DOLLAR LIFE  INSURANCE  POLICIES OF  EXECUTIVE  OFFICERS
WOULD BE VIEWED.  PRIOR TO THIS  CHANGE,  THE BANK HAD PAID THE ANNUAL  PREMIUMS
UNDER AN AGREEMENT  THAT UPON THE DEATH OF THE INSURED,  THE BANK WOULD  RECOVER
THE  PREMIUMS  IT HAD PAID FROM DEATH  BENEFIT  PROCEEDS.  SINCE THE  REGULATORY
CHANGES,  IN  ESSENCE,  GRANDFATHERED  THE  ACCOUNTING  TREATMENT  OF  BANK-PAID
PREMIUMS PRIOR THE ANNOUNCED  CHANGE,  THERE REMAIN PREMIUM PAID AMOUNTS CARRIED
AS OTHER ASSETS ON THE BANKS BALANCE SHEET.

VERLIN  LEWIS  SHULER  RELIASTAR  / ING Policy # 7059369  INSURANCE  FACE AMOUNT
$100,000

THE BANK PAID ANNUAL  PREMIUMS OF $3,000 FOR THE YEARS 1996 THROUGH 2002,  SEVEN
YEARS,  FOR A TOTAL OF $21,000.  THIS  AMOUNT IS TO BE  DEDUCTED  FROM THE TOTAL
DEATH BENEFIT PAID BY THE INSURANCE COMPANY TO REIMBURSE THE BANK. THE REMAINING
PORTION OF THE DEATH BENEFIT PAID BY THE  INSURANCE  COMPANY WILL BE PAID TO THE
NAMED POLICY BENEFICIARY.

VERLIN  LEWIS  SHULER MET LIFE  Policy #  923206686  PR  INSURANCE  FACE  AMOUNT
$100,000

THE BANK PAID ANNUAL  PREMIUMS OF $2,651 FOR THE YEARS 1996 THROUGH 2002,  SEVEN
YEARS,  FOR A TOTAL OF $18,557,  AND REIMBURSED THE INSURED'S PRIOR EMPLOYER FOR
FIVE YEARS OF PREMIUM PAYMENTS,  $13,255. THE TOTAL OF THESE TWO, $31,812, IS TO
BE  DEDUCTED  FROM THE TOTAL  DEATH  BENEFIT  PAID BY THE  INSURANCE  COMPANY TO
REIMBURSE  THE BANK.  THE  REMAINING  PORTION OF THE DEATH  BENEFIT  PAID BY THE
INSURANCE COMPANY WILL BE PAID TO THE NAMED POLICY BENEFICIARY.


                                          s/ Barry L. Slider
                                          -------------------------------------


                                          Barry L.  Slider,  President & CEO





<PAGE>



This  attachment  to the ING /  Reliastar  Insurance  Company  Policy,  Policy #
S7-059-369,  and the  associated  split  dollar  agreement,  is for  information
purposes only. It is not intended to alter,  amend,  or in any manner change any
provision in either the policy or agreement.


In the event of my death and upon  payment of the death  benefit as  provided in
the policy  referenced  above,  an amount of $18,000 is to be deducted  from the
benefit  payment  proceeds  to  reimburse  First South Bank for the total of the
annual  premiums it paid for the years 1996 through 2002. The remaining  balance
of  the  policy's  death  benefit  is to  be  paid  to  the  beneficiary  and/or
beneficiaries as named in the policy.







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