SUMMIT NATIONAL BANK
                          SALARY CONTINUATION AGREEMENT


     THIS  AGREEMENT  is  made  this  9th day of September, 1998, by and between
Summit National Bank, a national bank located in Greenville, South Carolina (the
"Company")  and  J.  Randolph  Potter  (the  "Executive").

                                  INTRODUCTION

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

                                    AGREEMENT

     The  Executive  and  the  Company  agree  as  follows:

                                    ARTICLE 1
                                   DEFINITIONS

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

1.1.1          "Change of Control" A change of control occurs if: (i) any person
or  entity  acting  directly  or indirectly or through or in concert (other than
persons  who  are presently on the Board of Directors for the Employer) with one
or more persons, acquires the power, directly or indirectly, to vote twenty-five
(25%) percent or more of any class of voting securities of the Employer; or (ii)
the  Employer  becomes  a  subsidiary  of  another  corporation  or is merged or
consolidated  into  another  corporation.

1.1.2     "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

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

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

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

1.1.6     "Effective  Date"  means  January  1,  1998.

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

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

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

1.1.10     "Termination  for  Cause"  See  Section  5.2.

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

                                    ARTICLE 2
                                LIFETIME BENEFITS

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

2.1.1     Amount  of  Benefit.  The  annual  benefit  under  this Section 2.1 is
eighty-seven thousand five hundred and seven dollars ($87,507), increased by two
percent  (2.0%)  each successive Plan Year until Termination of Employment.  The
Company's  Board  of  Directors, in its sole discretion, may increase the annual
benefit  under  this  Section  2.1.1;  however,  any  increase shall require the
recalculation  of  Schedule  A.


2.1.2     Payment  of  Benefit.  The Company shall pay the annual benefit to the
Executive  in  12  equal  monthly  installments payable on the first day of each
month commencing with the month following the Executive's Normal Retirement Date
and  continuing  for  two  hundred  thirty-nine  (239)  additional  months.

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

2.2.1          Amount  of  Benefit.  The  benefit  under this Section 2.2 is the
Early  Termination  Annual  Benefit  amount  set  forth  in  Schedule  A of this
Agreement  for  the  Plan Year ending immediately prior to the Early Termination
Date.  Schedule  A  reflects a percentage vesting of the benefit level beginning
with  20% at the end of the first Plan Year and increasing by 20% each Plan Year
end  thereafter  until  the benefit level is 100% vested at the end of the tenth
Plan  Year.

2.2.2          Payment  of Benefit.  The Company shall pay the annual benefit to
the  Executive in 12 equal monthly installments payable on the first day of each
month  commencing  with  the  month  following  the  Normal  Retirement  Age and
continuing  for  two  hundred  thirty-nine  (239)  additional  months.

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

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

2.3.2          Payment  of  Benefit.  The  Company  shall pay the annual benefit
amount  to  the  Executive in 12 equal monthly installments payable on the first
day  of  each  month  commencing  with  the  month  following the Termination of
Employment  and  continuing for two hundred thirty-nine (239) additional months.

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


2.4.1     Amount of Benefit. The benefit under this Section 2.4 is the Change of
Control  Annual Benefit amount set forth in Schedule A of this Agreement for the
Plan Year ending immediately prior to the Termination of Employment.  Schedule A
reflects  that  the  benefit  level  upon  a  Change  of Control is 100% vested.

2.4.2     Payment  of  Benefit.  The Company shall pay the annual benefit amount
to  the  Executive  in 12 equal monthly installments payable on the first day of
each  month  commencing  with  the month following the Normal Retirement Age and
continuing  for  two  hundred  thirty-nine  (239)  additional  months.

                                    ARTICLE 3
                                 DEATH BENEFITS

3.1     Death  During Active Service.  If the Executive dies while in the active
service of the Company, the Company shall pay to the Executive's beneficiary the
benefit  described  in  this Section 3.1.  This benefit shall be paid in lieu of
the  Lifetime  Benefits  of  Article  2.

3.1.1     Amount  of  Benefit.  The annual benefit under this Section 3.1 is the
Normal  Retirement  Benefit amount described in Section 2.1.1 that the Executive
would  have  received  had  the  Executive  lived  to  Normal  Retirement  Age.

3.1.2     Payment  of  Benefit.  The Company shall pay the annual benefit to the
beneficiary  in  12  equal monthly installments payable on the first day of each
month  commencing  with the month following the Executive's death and continuing
for  two  hundred  thirty-nine  (239)  additional  months.

3.2          Death  During  Benefit  Period.  If  the  Executive  dies after the
benefit  payments  have  commenced under this Agreement but before receiving all
such  payments,  the Company shall pay the remaining benefits to the Executive's
beneficiary  at  the same time and in the same amounts they would have been paid
to  the  Executive  had  the  Executive  survived.

3.3          Death  After  Termination of Employment But Before Benefit Payments
Commence.  If  the  Executive  is  entitled  to  benefit  payments  under  this
Agreement,  but  dies  prior  to  the commencement of said benefit payments, the
Company  shall make the benefit payments to the Executive's beneficiary that the
Executive  was entitled to prior to death except that the benefit payments shall
commence  on  the  first  day of the month following the date of the Executive's
death.

                                    ARTICLE 4
                                  BENEFICIARIES

4.1     Beneficiary  Designations.  The  Executive shall designate a beneficiary
by  filing  a written designation with the Company.  The Executive may revoke or
modify  the  designation  at  any  time  by  filing a new designation.  However,
designations  will  only be effective if signed by the Executive and accepted by
the  Company  during  the  Executive's  lifetime.  The  Executive's  beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the  Executive,  or  if  the  Executive  names  a  spouse as beneficiary and the
marriage  is  subsequently  dissolved.  If  the  Executive  dies without a valid
beneficiary  designation,  all payments shall be made to the Executive's estate.

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

                                    ARTICLE 5
                               GENERAL LIMITATIONS

Notwithstanding  any  provision  of  this Agreement to the contrary, the Company
shall  not  pay  any  benefit  under  this  Agreement:

     5.1     Excess  Parachute  Payment.  To the extent the benefit would create
or  add to an excise tax under the excess parachute rules of Section 280G of the
Code.  In  such  event,  the benefit amount payable will be reduced to an amount
which  will  not  create  or  add  to  such  excise  tax  penalty.

5.2          Termination  for  Cause.  If the Company terminates the Executive's
employment  for  cause,  with "cause" being defined under this Agreement to mean
either:

5.2.1  Willful  failure  of  the  Executive  to substantially perform prescribed
duties  other  than  as  a  result  of  disability;  or

5.2.1       The  willful engaging in misconduct significantly detrimental to the
Employer.

5.3     Competition  After  Termination  of Employment.     No benefits shall be
payable if, for a period of three years following the Executive's Termination of
Employment,  the  Executive,  without  the prior written consent of the Company,
engages  in,  directly  or  indirectly,  owning,  managing,  operating, or being
employed  by,  participates in or is connected in any manner with the ownership,
management,  and operation of any business similar to that type of business then
conducted  by  the  Employer or by any subsidiary for which the Employee is then
actively  engaged  within a 20 mile radius from the Company's main office or a 5
mile radius from any branch office of the Company.  This section shall not apply
following  a  Change  of  Control.

5.4     Suicide  or Misstatement.  No benefits shall be payable if the Executive
commits  suicide  within  two  years after the date of this Agreement, or if the
Executive has made any material misstatement of fact on any application for life
insurance  purchased  by  the  Company.

                                    ARTICLE 6
                          CLAIMS AND REVIEW PROCEDURES

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

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

                                    ARTICLE  7
                           AMENDMENTS AND TERMINATION

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

                                    ARTICLE 8
                                  MISCELLANEOUS

8.1     Binding  Effect.  This  Agreement  shall  bind  the  Executive  and  the
Company,  and  their  beneficiaries,  survivors,  executors,  successors,
administrators  and  transferees.

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.  It  also  does  not  require the Executive to remain an employee nor
interfere  with  the  Executive's  right  to  terminate  employment at any time.

8.3          Non-Transferability.  Benefits under this Agreement cannot be sold,
transferred,  assigned,  pledged,  attached  or  encumbered  in  any  manner.

8.4          Reorganization.  The Company shall not merge or consolidate into or
with  another company, or reorganize, or sell substantially all of its assets to
another  company,  firm, or person unless such succeeding or continuing company,
firm,  or  person  agrees to assume and discharge the obligations of the Company
under  this Agreement.  Upon the occurrence of such event, the term "Company" as
used  in  this  Agreement  shall be deemed to refer to the successor or survivor
company.

8.5          Tax  Withholding.  The  Company  shall  withhold any taxes that are
required  to  be  withheld  from  the  benefits  provided  under this Agreement.

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

8.7          Unfunded  Arrangement.  The  Executive  and beneficiary are general
unsecured  creditors  of  the  Company  for  the  payment of benefits under this
Agreement.  The  benefits  represent the mere promise by the Company to pay such
benefits.  The rights to benefits are not subject in any manner to anticipation,
alienation,  sale,  transfer,  assignment,  pledge,  encumbrance, attachment, or
garnishment  by  creditors.  Any  insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured  claim.

8.8          Entire  Agreement.  This Agreement constitutes the entire agreement
between  the  Company  and  the  Executive  as to the subject matter hereof.  No
rights are granted to the Executive by virtue of this Agreement other than those
specifically  set  forth  herein.

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

8.9.1     Interpreting  the  provisions  of  the  Agreement;

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

8.9.3     Maintaining  a  record  of  benefit  payments;  and

8.9.4          Establishing  rules  and  prescribing  any  forms  necessary  or
desirable  to administer  the  Agreement.

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

     IN  WITNESS  WHEREOF,  the  Executive and a duly authorized Company officer
have  signed  this  Agreement.

EXECUTIVE:                              COMPANY:
                                        Summit  National  Bank

/s/ J.  Randolph  Potter                By:  /s/ C. Vincent Brown
                                        Title: Chairmnan