# Exhibit 10.2

Employment Agreement between
BankGreenville Financial Corporation and Russel T. Williams dated November 10, 2008.

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Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS
EMPLOYMENT AGREEMENT (this Agreement) dated as of November 10, 2008, is made
by and between BankGreenville Financial Corporation, a South Carolina corporation (the
Employer or Company), which is the holding company for
BankGreenville, a South Carolina state bank (the Bank), and Russel T.
Williams, an individual resident of South Carolina (the Executive).

The
Employer presently employs the Executive as its President and Chief Executive Officer of
the Bank and the Company. The Bank is a party to this Agreement, and all references to the
term Employer as used herein shall refer to the Company and the Bank.

The
Employer recognizes that the Executives contribution to the growth and success of
the Bank is substantial. The Employer desires to provide for the continued employment of
the Executive and to reinforce and encourage the dedication of the Executive to the
Employer and promote the best interests of the Employers shareholders. The Executive
is willing to serve the Employer on the terms and conditions herein provided. Certain
terms used in this Agreement are defined in Section 17 hereof.

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

1.    
          Employment.

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

(b)    
          The Executive is currently serving as a director of each of the Company and the
          Bank. The Company shall nominate the Executive for election as a director at
          such times as necessary so that the Executive will, if elected by shareholders,
          remain a director of the Company throughout the term of this Agreement. The
          Executive hereby consents to serving as a director and to being named as a
          director of the Company in documents filed with the Securities and Exchange
          Commission. The Board of Directors shall undertake every lawful effort to ensure
          that the Executive continues throughout the term of employment to be elected or
          reelected as a director of the Company and of the Bank.

2.    
          Term. Unless earlier terminated as provided herein, the Executives
          employment under this Agreement shall commence on the date hereof and be for a
          term of one year (Initial Term) and shall be extended for additional
          terms of one year each (Additional Term) unless a Notice of
          Termination shall be delivered by Employer to Executive not less than six months
          prior to the end of the Initial Term or six months prior to the end of any
          Additional Term, if applicable. Notwithstanding the foregoing, the Term of
          employment hereunder will end on the date that the Executive attains the
          retirement age, if any, specified in the Bylaws of the Bank for directors of the
          Bank.

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3.    
          Compensation and Benefits.

(a)    
          As of January 1, 2008 the Employer shall pay the Executive an annual base salary
          of $140,000, which shall be paid in accordance with the Banks standard
          payroll procedures. The Board (or an appropriate committee of the Board) shall
          review the Executives performance and salary at least annually and may
          increase, but not decrease, the Executives base salary if it determines in
          its sole discretion that an increase is appropriate.

(b)    
          The Executive shall be eligible each year to receive a cash bonus equaling up to
          45% of his annual salary if the Bank achieves certain performance levels
          established each year by the Board and based on the previous years
          financial performance. Any bonus payment made pursuant to this Section 3(b)
          shall be made the earlier of (i) seventy days after the previous year end for
          which the bonus was earned by the Executive and became a payable of the Bank or
          (ii) the first pay period following the Employers press release announcing
          its previous years financial performance.

(c)    
          The Executive shall participate in the Employers long-term equity
          incentive program and be eligible for the grant of stock options, restricted
          stock, and other awards thereunder or under any similar plan adopted by the
          Employer. Any options or similar awards shall be issued to the Executive at an
          exercise price equal to the stocks current fair market value as on the
          date of grant, and the number of shares subject to such grant shall be fixed on
          the date of grant.

(d)    
          The Executive shall participate in all retirement, welfare and other benefit
          plans or programs of the Employer now or hereafter applicable generally to
          employees of the Employer or to a class of employees that includes senior
          executives of the Employer. The Employer shall pay 100% of the Executives
          premiums for such plans or programs and shall pay dependent premiums in
          accordance with the plans and programs offered to employees of the Employer. The
          Executive shall also be paid directors fees in the same amount as outside
          directors at such time that the Employer begins paying directors fees. The
          Employer shall pay such premiums and fees in accordance with the Banks
          standard payroll procedures.

(e)    
          The Employer shall obtain key man insurance on the Executive with a term life
          insurance policy providing for death benefits totaling $500,000 payable to the
          Employer, and the Executive shall cooperate with the Employer in the securing
          and maintenance of such policy. The Employer shall require and pay the cost of
          an annual physical for the Executive.

(f)    
          The Employer shall pay an automobile allowance of $700 per month to the
          Executive in accordance with the Banks standard payroll procedures.

(g)    
          In addition, the Employer shall pay the Executives social club dues, and the Employer shall also pay for any
assessments relating to the Executives membership in these clubs.

(h)    
          The Employer shall reimburse the Executive for reasonable travel and other
          expenses, including cell phone expenses, related to the Executives duties,
          which are incurred and accounted for in accordance with the normal practices of
          the Employer. The Employer shall reimburse the Executive for such expenses
          within 60 days of Executives incurring such expense.

(i)    
          The Employer shall provide the Executive with four weeks paid vacation per
          year, which shall be taken in accordance with any banking rules or regulations
          governing vacation leave. Any payments made by the Employer to the Executive as
          compensation for paid vacation leave shall be paid in accordance with the
          Employers standard payroll procedures.

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4.    
          Termination.

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

(b)    
          The Agreement will be terminated upon the death of the Executive. In this event,
          the Employer shall pay Executives estate any sums due him as base salary
          and/or reimbursement of expenses through the end of the month during which death
          occurred, in accordance with the Employers standard payroll procedures.
          The Employer shall pay Executives estate any bonus earned in a previous
          year which was not yet paid pursuant to the terms set forth in Section 3(b). In
          addition, the Employer shall pay the Executives estate a bonus (for
          services rendered in the year of the Executives death) equal to a pro rata
          portion of the Executives previous years bonus based on the number
          of days the Executive was employed during the year of his death. This bonus will
          be paid within 60 days of the date of the Executives death.

(c)    
          The Employer may terminate the Executives employment, and thus this
          Agreement, upon the Disability of the Executive for a period of 180 days. During
          the period of any Disability leading up to the termination of the
          Executives employment under this provision, the Employer shall continue to
          pay the Executive his full base salary at the rate then in effect and all
          perquisites and other benefits (other than any bonus) in accordance with the
          Employers standard payroll procedures until the Executive becomes eligible
          for benefits under any long-term disability plan or insurance program maintained
          by the Employer, provided that the amount of any such payments to the Executive
          shall be reduced by the sum of the amounts, if any, payable to the Executive for
          the same period under any other disability benefit or pension plan covering the
          Executive. Any bonus for a previous year which was not yet paid will be paid
          pursuant to the terms as set forth in Section 3(b). In addition, the Employer
          shall pay the Executives estate a bonus (for services rendered in the year
          of the Executives Disability) equal to a pro rata portion of the
          Executives previous years bonus based on the number of days the
          Executive worked during the year of his Disability. This bonus will be paid
          within 60 days of the date on which the Executives employment is
          terminated due to Disability. Nothing herein shall prohibit the Employer from
          hiring an acting chief executive officer prior to the expiration of this 180-day
          period.

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

(e)    
          The Employer may terminate the Executive's employment, and thus this Agreement, without Cause upon
delivery of a Notice of Termination to the Executive.  If the Executive's employment is terminated
without Cause under this provision, beginning on the first day of the month following the Executive's
termination, and continuing on the first day of the month for the next 24 months, the Employer shall pay
to the Executive severance compensation in an amount equal to 100% of his then current monthly base
salary.  Any bonus for a previous year which was not yet paid will be paid pursuant to the terms as set
forth in Section 3(b).  In addition, the Employer shall pay the Executive a bonus (for services rendered
in the year of the Executive's termination equal to a pro rata portion of the Executive's previous
year's bonus based on the number of days the Executive was employed during the year of his termination.
This bonus will be paid within 60 days of the date of the Executive's termination of employment.  If
when Executive's employment terminates he is a specified employee within the meaning of Section 409A of
the Internal Revenue Code, and if the benefits under this Section 4(e) would be considered deferred
compensation under Section 409A, and finally if an exemption from the six-month delay requirement of
Section 409A(a)(2)(B)(i) is not available, the following benefits under this Section 4(e) shall be paid
to the Executive as follows: severance compensation in an amount equal to 7 times his then current
monthly base salary, any bonus for previous years which was not yet paid, and any bonus that is earned
in the year of the Executive's termination will be paid in a single lump sum on the date that is six
months and one day following date of Executive's termination; thereafter on the first day of the month
for the next 17 months, the Employer shall pay to the Executive severance compensation in an amount
equal to 100% of his then current monthly base salary.

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(f)    
          The Executive may terminate his employment, and thus this Agreement, at any time
          by delivering a Notice of Termination at least 90 days prior to such
          termination, and such termination shall not in and of itself be, nor shall it be
          deemed to be, a breach of this Agreement. If the Executive terminates his
          employment under this provision, the Executive shall receive any sums due him as
          base salary and/or reimbursement of expenses through the date of such
          termination, which shall be paid in accordance with the Employers standard
          payroll procedures.

(g)    
          Upon the occurrence of a Change in Control, and regardless of whether the
          Executive remains employed by the Employer or its successor following a Change
          in Control, the Executive shall be entitled to the following:

|(i) |  | within fifteen days, the Employer shall pay the Executive cash compensation in
               an amount equal to his then current monthly base salary multiplied by 36, plus
               any bonus earned through the date of Change in Control (equal to a pro rata
               portion of the Executives previous years bonus based on the number
               of days the Executive was employed during the year of the Change in Control) and
               any bonus awarded for a previous year but which was not yet paid, subject to the
               provisions of Sections 4(j) and (k) below;
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|(ii) |  | beginning upon the date of Change in Control, for a period of three years, the
               Employer shall at its expense continue on behalf of the Executive and his
               dependents and beneficiaries the life insurance, disability, medical, dental,
               and hospitalization benefits provided (x) to the Executive at any time
               during the 90-day period prior to the Change in Control or at any time
               thereafter or (y) to other similarly situated executives who continue in
               the employ of the Employer. Such coverage and benefits (including deductibles
               and costs) shall be no less favorable to the Executive and his dependents and
               beneficiaries than the most favorable of such coverages and benefits referred to
               above. The Employers obligation hereunder with respect to the foregoing
               benefits shall be limited to the extent that the Executive obtains any such
               benefits pursuant to a subsequent employers benefit plans, in which case
               the Employer may reduce the coverage of any benefits it is required to provide
               the Executive hereunder as long as the aggregate coverages and benefits of the
               combined benefit plans is no less favorable to the Executive than the coverages
               and benefits required to be provided hereunder. This subsection (ii) shall not
               be interpreted so as to limit any benefits to which the Executive or his
               dependents or beneficiaries may be entitled under any of the Employers
               employee benefit plans, programs, or practices following the Executives
               termination of employment, including, without limitation, retiree medical and
               life insurance benefits; and
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|(iii) |  | the restrictions on any outstanding incentive awards (including restricted
               stock) granted to the Executive under the Companys or the Banks
               long-term equity incentive program or any other incentive plan or arrangement
               shall lapse and such awards shall become 100% vested, all stock options and
               stock appreciation rights granted to the Executive shall become immediately
               exercisable and shall become 100% vested, all performance units granted to the
               Executive shall become 100% vested, and the restrictive covenants contained in
               Section 9 shall not apply to the Executive.
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(h)    
          With the exceptions of the provisions of this Section 4, and the express terms
          of any benefit plan under which the Executive is a participant, it is agreed
          that, upon termination of the Executives employment, the Employer shall
          have no obligation to the Executive for, and the Executive waives and
          relinquishes, any further compensation or benefits (exclusive of COBRA
          benefits). Unless otherwise stated in this Section 4, the effect of termination
          on any outstanding incentive awards, stock options, stock appreciation rights,
          performance units, or other incentives shall be governed by the terms of the
          applicable benefit or incentive plan and/or the agreements governing such
          incentives. At the time of termination of employment, and as a condition to the
          Employers obligation to pay any severance hereunder, the Employer and the
          Executive shall enter into a mutually satisfactory form of release acknowledging
          such remaining obligations and discharging both parties, as well as the
          Employers officers, directors and employees with respect to their actions
          for or on behalf of the Employer, from any other claims or obligations

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arising out of or in connection with
the Executives employment by the Employer, including the circumstances of such
termination.

(i)    
          In the event that the Executives employment is terminated for any reason,
          as a condition to the Employers obligation to pay any severance hereunder,
          if the Executive is currently serving as a director of the Company and/or the
          Bank, the Executive shall resign from such position effective as of the date of
          termination.

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

(k)    
          Notwithstanding any other provision in this Agreement, if the Executive is
          determined by the Board, as of the date of termination of employment with the
          Bank, to be a specified employee, as such term is defined in
          Treasury Regulation § 1.409A-1(i), then all severance payments and other
          payment, except for other payments of base salary at the normal payroll
          schedule, reimbursement of expenses, and other than as a result of death, that
          would normally be paid within six months and one day from the date of
          termination of employment shall be paid on the first day of the seventh month
          following termination of employment.

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

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

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

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Sections 6 and 7 shall also apply to
protect Trade Secrets and Confidential Business Information of third parties provided to
the Employer under an obligation of secrecy.

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

9.    
Restrictive Covenants.

(a)    
          No Solicitation of Customers. During the Executives employment with
          the Employer and for a period of 24 months thereafter, the Executive shall not
          (except on behalf of or with the prior written consent of the Employer), either
          directly or indirectly, on the Executives own behalf or in the service or
          on behalf of others, (A) solicit, divert, or appropriate to or for a Competing
          Business, or (B) attempt to solicit, divert, or appropriate to or for a
          Competing Business, any person or entity that is or was a customer of the
          Employer or any of its Affiliates at any time during the 12 months prior to the
          date of termination.

(b)    
          No Recruitment of Personnel. During the Executives employment with
          the Employer and for a period of 24 months thereafter, the Executive shall not,
          either directly or indirectly, on the Executives own behalf or in the
          service or on behalf of others, (A) solicit, divert, or hire away, or (B)
          attempt to solicit, divert, or hire away, to any Competing Business located in
          the Territory, any employee of or consultant to the Employer or any of its
          Affiliates, regardless of whether the employee or consultant is full-time or
          temporary, the employment or engagement is pursuant to written agreement, or the
          employment is for a determined period or is at will.

(c)    
          Non-Competition Agreement. During the Executives employment with
          the Employer and for a period of 24 months thereafter, the Executive shall not
          (without the prior written consent of the Employer) compete with the Employer or
          any of its Affiliates by, directly or indirectly, forming, serving as an
          organizer, director or officer of, or consultant to, or acquiring or maintaining
          more than a 1% passive investment in, a depository financial institution or
          holding company therefore if such depository institution or holding company has
          one or more offices or branches located in the Territory. Notwithstanding the
          foregoing, the Executive may serve as an officer of or consultant to a
          depository institution or holding company therefore even though such institution
          operates one or more offices or branches in the Territory, if the
          Executives employment does not directly involve, in whole or in part, the
          depository financial institutions or holding companys operations in
          the Territory.

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

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

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

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

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

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

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

17.  
Certain Definitions.

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

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

(c)       
          Cause shall consist of any of (A) the commission by the
          Executive of a willful act (including, without limitation, a dishonest or
          fraudulent act) or a grossly negligent act, or the willful or grossly negligent
          omission to act by the Executive, which is intended to cause, causes or is
          reasonably likely to cause material harm to the Employer (including harm to its
          business reputation), (B) the indictment of the Executive for the commission or
          perpetration by the Executive of any felony or any crime involving dishonesty,
          moral turpitude or fraud, (C) the material breach by the Executive of this
          Agreement that, if susceptible of cure, remains uncured ten days following
          written notice to the Executive of such breach, (D) the receipt of any form
          of notice, written or otherwise, that any regulatory agency having jurisdiction
          over the Employer intends to institute any form of formal or informal
          (e.g., a memorandum of understanding which relates to the
          Executives performance) regulatory action against the Executive or the
          Employer (provided that the Board of Directors determines in good faith,
          with the Executive abstaining from participating in the consideration of and
          vote on the matter, that the subject matter of such action involves acts or
          omissions by or under the supervision of the Executive or that termination of
          the Executive would materially advance the Employers compliance with the
          purpose of the action or would materially assist the Employer in avoiding or
          reducing the restrictions or adverse effects to the Employer related to the
          regulatory action); (E) the exhibition by the Executive of a standard of
          behavior within the scope of his employment that is materially disruptive to the
          orderly conduct of the Employers business operations (including, without
          limitation, substance abuse or sexual misconduct) to a level which, in the Board
          of Directors good faith and reasonable judgment, with the

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Executive abstaining from
participating in the consideration of and vote on the matter, is materially detrimental to
the Employers best interest, that, if susceptible of cure remains uncured ten days
following written notice to the Executive of such specific inappropriate behavior; or (F)
the failure of the Executive to devote his full business time and attention to his
employment as provided under this Agreement that, if susceptible of cure, remains uncured
30 days following written notice to the Executive of such failure. In order for the Board
of Directors to make a determination that termination shall be for Cause, the Board must
provide the Executive with an opportunity to meet with the Board in person.

(d)    
          Change in Control shall mean as defined by Treasury
          Regulation § 1.409A-3(i)(5).

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

(f)    
          Disability or Disabled shall mean as
          defined by Treasury Regulation § 1.409A-3(i)(4).

(g)    
          Standard payroll procedures shall mean payment no less
          frequently than monthly.

(h)    
          Terminate, terminated,
          termination, or termination of employment
          shall mean separation from service as defined by Treasury Regulation §
          1.409A-1(h).

(i)    
          Territory shall mean a radius of 25 miles from (i) the main
          office of the Employer or (ii) any branch office of the Employer.

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

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

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

20.  
          Compliance with Capital Purchase Program. Notwithstanding anything to the
          contrary herein, any payments to the Executive shall be limited to the extent
          required under the United States Treasury Capital Purchase Program and related
          regulations in the event that the Company participates in such Program. The
          Executive agrees to such amendments, agreements, or waivers that are required by
          the United States Treasury or requested by the Company to comply with the terms
          of such program.

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

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|ATTEST: | 
|By:     | 
|Name:   | 
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