EXHIBIT 4.4
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                           RESTRICTED STOCK AGREEMENT


     THIS RESTRICTED STOCK AGREEMENT (the "AGREEMENT"), effective as of January
17, 2002, is between FIRST NATIONAL CORPORATION, a South Carolina corporation
(the "CORPORATION"), and RICHARD C. MATHIS, an individual residing in Richland
County, South Carolina ("EMPLOYEE").

     SECTION 1. PURPOSE. The purpose of this Agreement is to recognize and
reward Employee for his service as Executive Vice President and Chief Financial
Officer of the Corporation rendered prior to the date of this Agreement;
Employee has been instrumental and successful in developing, expanding and
increasing the business and earnings of the Corporation.

     SECTION 2. GRANT OF RESTRICTED STOCK. The Corporation hereby grants and
issues to Employee 3,500 shares of common stock, $2.50 par value, of the
Corporation (the "SHARES"). The Shares shall be duly paid and nonassessable and
shall be subject to the restrictions and limitations set forth herein.

     SECTION 3. RESTRICTIONS. Prior to the vesting of the Shares as set forth in
SECTION 4 hereof:

          (a) the Shares shall not be transferable and shall not be sold,
     exchanged, transferred, pledged, hypothecated or otherwise disposed of; and

          (b) the stock certificate(s) evidencing the Shares shall contain the
     following legend:

          "The shares represented by this certificate are subject to the terms
          of a Restricted Stock Agreement effective as of January 17, 2002, a
          copy of which is available at the principal office of the
          corporation."

     Except as expressly stated herein, Employee shall have all rights as a
stockholder with respect to the Shares, commencing as of the date of issuance
thereof and continuing for so long as Employee remains the record owner of the
Shares, including the right to receive dividends in cash or other property and
other distributions or rights in respect of the Shares and to vote the Shares as
the record owner thereof.

     SECTION 4. VESTING. The restrictions described in SECTION 3 shall lapse and
the Shares shall vest in Employee on the following dates:

          (a) on the third anniversary of the effective date of this Agreement,
     to the extent of 875 Shares;

          (b) on the fifth anniversary of the effective date of this Agreement,
     to the extent of 875 Shares;

          (c) on the seventh anniversary of the effective date of this
     Agreement, to the extent of any and all unvested Shares as of such date;
     and

          (d) at any time in the event of a Change of Control (as defined below)
     of the Corporation or in the event of Employee's death, to the extent of
     any and all unvested Shares as of such date.
<PAGE>
     "Change of Control" means and includes any one of the following events:

               (i) Aquisition, directly or indirectly, by any "person"
          ("ACQUIROR") (as such term "person" is defined for purposes of
          Sections 13(d) and 14(d) of the Securities Exchange Act of 1934
          ("EXCHANGE ACT")), other than by (x) the Corporation, (y) a
          tax-qualified retirement plan under the Internal Revenue Code, or (z)
          any person who on the date hereof is a director of the Corporation or
          First National Bank, Orangeburg, South Carolina, a national banking
          association and wholly owned subsidiary of the Corporation (the
          "BANK"), or whose shares of stock in the Corporation are treated as
          "beneficially owned" (as such term is defined for purposes of Rule
          13d-3 of the Exchange Act) by any such director, of the beneficial
          ownership (as such term is defined for purposes of Section 13(d)(1) of
          the Exchange Act) of shares of the Corporation which, when added to
          any other shares the beneficial ownership of which is held by the
          Acquiror, shall constitute twenty percent (20%) or more of the
          combined voting power of the Corporation's then outstanding common
          stock, $2.50 par value; or

               (ii) the occurrence of any merger, share exchange, consolidation
          or reorganization to which the Corporation is a party and pursuant to
          which the Corporation (or an entity controlled thereby) is not a
          surviving entity, or the sale of all or substantially all of the
          assets of the Corporation or the Bank; or

               (iii) the occurrence of a change in control of the Corporation or
          the Bank of the nature that would be required to be reported in
          response to Item 6(e) of Schedule 14A of Regulation 14A under the
          Exchange Act, or in response to the regulations of the Federal Reserve
          Board or the Comptroller of the Currency or any other federal
          regulatory agency having authority over the business operations of the
          Corporation or the Bank.

     Upon the vesting of any Shares, Employee shall be entitled to receive
replacement stock certificate(s) evidencing such vested Shares and such
certificate(s) shall not contain the legend set forth in SECTION 3(B).

     SECTION 5. FORFEITURE. If, prior to a Change of Control of the Corporation
occurring after the date of this Agreement or prior to the death of Employee,
the employment of Employee with the Corporation and its subsidiaries terminates
for any reason (other than due to the death of Employee), all of the Shares that
are not vested under SECTION 4 as of the date of termination shall be forfeited
to the Corporation (such event being referred to herein as a "FORFEITURE
EVENT"). Upon the occurrence of a Forfeiture Event, Employee shall return for
cancellation all stock certificates representing unvested Shares, and
irrespective of whether such stock certificates are so returned and cancelled,
all unvested Shares shall automatically, without further action, be cancelled
and shall no longer be issued and outstanding.

     SECTION 6. TAXES.

          (a) If Employee properly elects, within 30 days of the date on which
     he acquires the Shares, to include in gross income for federal income tax
     purposes an amount equal to the fair market value (as of the date of
     issuance) of the Shares granted pursuant to this Agreement, Employee shall
     pay to the Corporation, in the year of this Agreement, all federal, state
     and local taxes required to be withheld with respect to the grant of the
     Shares. If Employee fails to make such tax payments as required, the
     Corporation shall, to the extent permitted by law, have the right to deduct
<PAGE>
     from any payment of any kind otherwise due to Employee all federal, state
     and local taxes of any kind required by law to be withheld with respect to
     the Shares.

          (b) If Employee does not make the election described in subparagraph
     (a) f this section, he shall, on the date as to which the restrictions
     described in SECTION 3 shall lapse as to any Shares, pay to the Corporation
     all federal, state and local taxes of any kind required by law to be
     withheld with respect to such vested Shares, and if Employee fails to make
     such payments as required, the Corporation shall, to the extent permitted
     by law, have the right to deduct from any payment of any kind otherwise due
     to Employee all federal, state and local taxes of any kind required by law
     to be withheld with respect to such vested Shares.

     SECTION 7. MISCELLANEOUS.

          (a) This Agreement shall be construed, administered and governed in
     all respects under and by the applicable internal laws of the State of
     South Carolina, without giving effect to the principles of conflicts of
     laws thereof.

          (b) This Agreement expresses the entire agreement between the parties
     hereto and supersedes any prior or contemporaneous written or oral
     understanding or agreement regarding the subject matter hereof. This
     Agreement may not be modified, amended, supplemented or waived except by a
     writing signed by the parties hereto, and such writing must refer
     specifically to this Agreement.

          (c) This Agreement, as amended from time to time, shall be binding
     upon, inure to the benefit of and be enforceable by the heirs, successors
     and assigns of the parties hereto; provided however, that this provision
     shall not permit any assignment in contravention of the terms contained
     elsewhere herein.

          (d) Nothing in this Agreement shall confer on Employee any right to
     continue in the employ of the Corporation or any of its affiliates.


                       [Signature page is the next page.]


<PAGE>


         IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first above written.

                                           FIRST NATIONAL CORPORATION,
                                           a South Carolina corporation


                                           By:
                                               ---------------------------------
                                               Name:
                                                     ---------------------------
                                               Title:
                                                     ---------------------------



                                           EMPLOYEE


                                           -------------------------------------
                                           Richard C. Mathis