Unassociated Document


    

      Exhibit
        10.1

       

      EMPLOYMENT
        AGREEMENT

       

      THIS
        EMPLOYMENT AGREEMENT
        (the
“Agreement”), made as of the 31st day of January, 2008, by and between
First
        National Bank of the South
        (“Employer”), having its principal office at 215 North Pine Street, Spartanburg,
        South Carolina 29304, and Roger
        B. Whaley
        (“Employee”). 

       

      Employer
        wishes to employ Employee as its Executive Vice-President for Special Projects.
        Employer recognizes that Employee’s potential contributions to the growth and
        success of Employer may be substantial. Employer desires to provide for the
        continued employment of Employee and to make certain changes in Employee’s
        employment arrangements which Employer has determined will reinforce and
        encourage the continued dedication of Employee to Employer and will promote
        the
        best interest of Employer and its shareholders. Employee is willing to continue
        to serve Employer on the terms and conditions herein provided. 

       

      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. 
        Employer
        hereby employs Employee and Employee accepts employment on the terms and
        conditions hereafter set forth. 

       

      2. Term. 
        The term
        of employment under this Employment Agreement shall be one year, and shall
        commence as of February 1, 2008, and shall continue until February 1, 2009,
        unless earlier terminated as hereinafter provided in Section 16. Unless
        otherwise agreed in writing by Employer and Employee, on February 1, 2009,
        Employer shall employ Employee as a consultant pursuant to and on the terms
        and
        conditions set forth in the Consulting Agreement attached hereto as Exhibit
        A.

       

      3. Duties. 
        Employee
        shall serve as an Executive Vice-President for Special Projects of Employer
        and
        in such capacity shall perform such duties as are consistent with that position
        as may be agreed to by Employer and Employee from time to time. Employee
        shall
        report directly to the chief executive officer of Employer. Such duties shall
        be
        performed at Employer’s offices as agreed upon by Employer and Employee.
        Employer reserves the right from time to time to change the title and duties
        of
        Employee with Employee’s consent. 

       

      4. Extent
        of Services. 
        Employee
        shall devote sufficient time, attention and energies to the business of Employer
        to carry out his assigned duties and shall make reasonable efforts to perform
        such duties as may be reasonable assigned to Employee. 

       

              Unless
        approved by Employer, Employee shall not, during the term of this Agreement,
        be
        engaged in any other business activity whether or not such business activity
        is
        pursued for gain, profit or pecuniary advantage and whether or not such activity
        is carried on outside normal working hours, but this prohibition shall not
        be
        construed as preventing Employee from investing his assets in such form or
        manner as will not require any services on the part of Employee in the operation
        of the affairs of the companies in which investments are made. Employee hereby
        confirms that he is under no contractual commitments inconsistent with his
        obligations set forth in this Agreement, and that, during the term of this
        Agreement, he will not render or perform services, or enter into any contract
        to
        do so, for any of the corporation, firm, entity or person which are inconsistent
        with the provisions of this Agreement. 

       


      
        
           

        

        
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      5. Base
        Salary.  For
        all
        services rendered by Employee under this Agreement, Employer shall pay Employee
        a base salary of $200,000.00 per year, payable in accordance with the salary
        payment practices of Employer. 

       

      6. Benefits.
        

       

                         (a)       
        Employee shall be entitled, to the extent that Employee’s position, title,
        tenure, salary, age, performance, and other qualifications make him eligible,
        to
        participate in all employee benefit plans or programs of Employer currently
        in
        existence on the date hereof including but not limited to any executive
        management incentive plans and Employer’s 401(k) plan. Employee’s participation
        in any such plan or program shall be subject to the provisions, rules and
        regulations applicable thereto, provided, however, that Employee shall be
        treated as though his service with Carolina National Bank and Trust Company
        were
        service with Employer. Employee shall not participate in any Employer sponsored
        health insurance plan but Employer shall pay Employee the amount of any premiums
        that Employee must pay to Bank of America for health insurance.

       

                         (b)       
        Employer shall provide Employee with a $1,500.00 monthly automobile
        allowance.

       

                         (c)       
        Employer shall pay the annual dues and assessments for Employee’s membership at
        a golf club and a dining club of the Employee’s choice for as long as this
        Agreement remains in force. 

       

      7. Working
        Facilities.
        Employee
        shall be furnished with an office and such other facilities, equipment and
        services as may be necessary or suitable to his position and adequate for
        the
        performance of his duties. 

       

      8. Expenses.
        Employee
        is authorized to incur reasonable expenses for promoting the business of
        Employer, including expenses for entertainment, travel and similar items,
        but
        only if at least 50% of such expenses are allowable deductions to Employer
        on
        its Federal income tax return. Employer shall promptly reimburse Employee
        for
        all such expenses upon the presentation by Employee, from time to time, of
        an
        itemized account of such expenditures. 

       

      9. Vacations.
        Employee
        shall be entitled each fiscal year to 20 paid days off, which number of days
        is
        granted by Employer to employees of similar tenure and compensation rank,
        pursuant to Employer’s paid days off policy. Employer reserves the right to
        modify this and any other personnel policy from time to time. 

       


      
        
           

        

        
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      10. Stock
        Options or Grants.
        Employee
        shall have the opportunity to participate in 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
        Employer. Awards under this plan are in the discretion of the board of directors
        and shall be made pursuant to a separate agreement. 

       

      11. Ownership
        of Work Product. 

       

                         (a)       
        Employee shall diligently disclose to Employer as soon as it is created or
        conceived by Employee, and Employer shall own, all Work Product (as defined
        below). To the extent permitted by law, all Work Product shall be considered
        work made for hire by Employee and owned by Employer. 

       

                         (b)       
        If any of the work Product may not, by operation of law, be considered work
        made
        for hire by Employee for Employer (or if ownership of all right, title and
        interest of the intellectual property rights therein shall not otherwise
        vest
        exclusively in Employer), Employee agrees to assign, and upon creation thereof
        automatically assigns, without further consideration, the ownership of all
        Work
        Product to Employer, its successors and assigns. 

       

                         (c)       
        Employer, and its successors and assigns, shall have the right to obtain
        and
        hold in its or their own name copyrights, registrations, and any other
        protection available in the foregoing. 

       

                         (d)       
        Employee agrees to perform upon the reasonable request of Employer, during
        or
        after Employee’s employment, such further acts as may be necessary or desirable
        to transfer, perfect and defend Employer’s ownership of the Work Product. When
        requested, Employee will 

       

                                        (i)       
        Execute, acknowledge and deliver any requested affidavits and documents of
        assignment and conveyance; 

       

                                        (ii)       
        Obtain and aid in the enforcement of copyrights (and, if applicable, patents)
        with respect to the Work Product in any countries. 

       

                                        (iii)       
        Provide testimony in connection with any proceeding affecting the right,
        title
        or interest of Employer in any Work Product; and 

       

                                        (iv)       
        Perform any other acts deemed necessary or desirable to carry out the purposes
        of this Agreement. 

       

      Employer
        shall reimburse all reasonable out-of-pocket expenses incurred by Employee
        at
        Employer’s request in connection with the foregoing. 

       

                         (e)       
        For purposes hereof, “Work Product” shall mean all intellectual property rights,
        including all Trade Secrets, U.S. and international copyrights, patentable
        inventions, discoveries and improvements, and other intellectual property
        rights, in any programming, documentation, technology or other work product
        that
        relates to the business and interest of Employer and that Employee conceives,
        develops, or delivers to Employer at any time during the term of Employee’s
        employment. “Work Product” shall also include all intellectual property rights
        in any programming, documentation, technology or other work product that
        is now
        contained in any of the products or systems (including development and support
        systems) of Employer prior to the date of this Agreement while Employee was
        engaged as an independent contractor or employee of Employer. Employee hereby
        irrevocably relinquishes for the benefit of Employer and its assigns any
        moral
        rights in the Work Product recognized by applicable law. 

       


      
        
           

        

        
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      12. Protection
        of Trade Secrets and Confidential Information. 

       

                         (a)       
        Through exercise of his rights and performance of his obligations under this
        Agreement, Employee will be exposed to “Trade Secrets” and “Confidential
        Information” (as those terms are defined below). “Trade Secrets” shall mean
        information or data of or about Employer or any affiliated entity, including,
        but not limited to, technical or non-technical data, formulas, patterns,
        compilations, programs, devices, methods, techniques, drawings, processes,
        financial data, financial plans, product plans, or lists of actual or potential
        customers, clients, distributors, or licensees, that: (i) derive 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 their disclosure or use; and (ii) are the subject of efforts that are
        reasonable under the circumstances to maintain their secrecy. To the extent
        that
        the foregoing definition is inconsistent with the definition of “trade secret”
mandated under applicable law, the latter definition shall govern for purposes
        of interpreting Employee’s obligations under this Agreement. Except as required
        to perform his obligations under this Agreement, or except with Employer’s prior
        written permission, Employee shall not use, redistribute, market, publish,
        disclose or divulge to any other person or entity any Trade Secrets of Employer.
        Employee’s obligations under this provision shall remain in force (during and
        after the term) for so long as such information or data shall continue to
        constitute a Trade Secret under applicable law. Employee agrees to cooperate
        with any and all confidentiality requirements of Employer, and Employee shall
        immediately notify Employer of any unauthorized disclosure or use of any
        Trade
        Secrets which Employee becomes aware. 

       

                         (b)       
        Employee will abide by Employer’s policies and regulations, as established from
        time to time, for the protection of its Confidential Information. Employee
        acknowledges that all records, files, data, documents, and the like relating
        to
        suppliers, customers, costs, prices, systems, methods, personnel, technology
        and
        other materials relating to Employer or its affiliated entities shall be
        and
        remain the sole property of Employer and/or such affiliated entity. Employee
        agrees, upon the request of Employer, and in any event upon termination o
        his
        employment, to turn over all copies of all media, records, documentation,
        etc.,
        pertaining to Employer (together with a written statement certifying as to
        his
        compliance with the foregoing.) 

       

      13. Non-Solicitation
        of Customers.
        During
        the term of his employment with Employer, and for a period of one year
        thereafter, Employee shall not directly or indirectly solicit any individual
        or
        entity which was a customer or client of Employer for the purpose of providing
        a
        service or product to such customer or client which is the same type of service
        or product offered or provided by Employer, provided, however, that this
        restriction shall apply only to those customers or clients with whom Employee
        had contact in connection with services or products provided by Employer
        within
        two years prior to the date of termination of such employment. 

       


      
        
           

        

        
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      14. Non-Solicitation
        of Employees.
        During
        the term of Employee’s employment with Employer, and for a period of one year
        thereafter, Employee shall not, directly or indirectly, induce or solicit
        for
        employment any employee of Employer for the purpose of providing services
        that
        are the same or similar to the types of services offered or engaged in by
        Employer at the time of termination of Employee’s employment with Employer.


       

      15. Non-Competition
        Agreement.
        During
        Employee’s employment with Employer and for a period of one year thereafter,
        Employee shall not (without the prior written consent of Employer which shall
        not be withheld unreasonably) compete with Employer or any of its subsidiaries,
        directly or indirectly, by serving as a director, officer of, employee or
        agent,
        or consultant to, or acquiring or maintaining more than a 5% passive investment
        in, a depository financial institution or holding company therefor if such
        depository institution or holding company has one or more offices or branches
        located within 20 miles of any office or branch of Employer in existence
        at the
        time Employee’s employment with Employer is terminated (the “Territory”).
        Notwithstanding the foregoing, Employee may serve as an officer of or consultant
        to a depository institution or holding company therefor even though such
        institution operates one or more offices or branches in the Territory, if
        Employee’s employment does not directly involve, in whole or in part, the
        depository financial institution’s or holding company’s operations in the
        Territory. 

       

      16. Termination.
        

       

                         (a)       
        Death
        or Total Disability.
        Employee’s employment hereunder shall terminate upon Employee’s death. Employer
        may, in accordance with applicable state and federal laws and regulations,
        terminate Employee’s employment hereunder in the event of Employee’s total
        disability for which no reasonable accommodation is available. For purposes
        of
        this subsection 16(a), “total disability” means the inability of Employee to
        perform substantially all of his current duties as required hereunder for
        a
        continuous period of 180 days because of mental or physical condition, illness
        or injury, and “reasonable accommodation” means an accommodation that does not
        cause an undue hardship on the Employer. 

       

                         (b)       
        Termination
        Without Cause.
        Either
        party may terminate this Agreement without Cause upon 30 days’ written notice to
        the other party. If Employer terminates this Agreement without cause, Employee
        will receive a severance payment in the amount of $200,000 plus the annualized
        cost of benefits provided under Section 6 hereof less all amounts previously
        paid pursuant to Sections 5 and 6 hereof. Such severance payment shall be
        paid
        on the date of termination.

       

                         (c)       
        Termination
        With Cause.
        Employer may terminate this Agreement for Cause upon delivery of a Notice
        of
        Termination to the Employee. The Termination of Employee’s employment shall be
        for “Cause” if it is: 

       

                                        (i)       
        the result of the commission or omission of an act by Employee of a willful
        or
        negligent nature which causes harm to Employer; 

       

                                        (ii)       
        the conviction of Employee for the commission or perpetration by Employee
        of any
        felony or any act of fraud; 

       


      
        
           

        

        
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                                        (iii)       
        the failure of Employee to devote adequate time and attention to the business,
        as provided in Section 4; 

       

                                        (iv)       
        or the failure of Employee to perform his duties hereunder. 

       

              With
        respect to (iii) and (iv) above, Employer shall provide written notice to
        Employee of Employee’s failure to devote his full time and attention to the
        business or to perform his duties hereunder, and provide Employee 30 days
        to
        cure such failure (if it can be cured) prior to terminating with cause.


       

      17. Governing
        Law.
        This
        Agreement has been entered into in the State of South Carolina and shall
        be
        governed by the laws of such State. 

       

      18. Remedies
        for Breach.
        Employee
        recognizes and agrees that a breach by Employee of any covenant contained
        in
        this Agreement would cause immeasurable and irreparable harm to Employer.
        In the
        event of a beach or threatened breach of any covenant contained herein, Employer
        shall be entitled to temporary and permanent injunctive relief, restraining
        Employee from violating or threatening to violate any covenant contained
        herein,
        as well as all costs and fees incurred by Employer, including attorneys’ fees,
        as a result of Employee’s breach or threatened breach of the covenant. Employer
        and Employee agree that the relief described herein is in addition to such
        other
        and further relief as may be available to Employer at equity or by law. Nothing
        herein shall be construed as prohibiting Employer from pursuing any other
        remedies available to it for such breach of threatened breach, including
        the
        recovery of damages from Employee. 

       

      19. Consideration.
        Employee
        acknowledges and agrees that valid consideration has been given to Employee
        by
        Employer in return for the promises of Employee set forth herein. 

       

      20. Covenants
        are Independent.
        The
        covenants on the part of Employee contained herein shall each be construed
        as
        agreements independent of each other and of any other provisions in this
        Agreement and the unenforceability of one shall not effect the remaining
        covenants. 

       

      21. Severability
        and Substitution of Valid Provisions.
        To the
        extent that any provision or language of this Agreement is deemed unenforceable,
        by virtue of the scope of the business activity prohibited or the length
        of time
        the activity is prohibited, Employer and Employee agree that this Agreement
        shall be enforced to the fullest extent permissible under the laws and public
        policies of the State of South Carolina. 

       

      22. Reasonable
        Restraint.
        It is
        agreed by the parties that the foregoing covenants in this agreement are
        necessary for the legitimate business interests of Employer and impose a
        reasonable restraining on Employee in light of the activities and business
        of
        Employer on the date of the execution of this Agreement. 

       

      23. Withholding
        of Taxes.
        Employer
        may withhold from any amounts payable to Employee under this Agreement all
        federal, state, city or other taxes and withholdings as shall be required
        pursuant to any applicable law, rule or regulation. 

       


      
        
           

        

        
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      24. Notices.
        Any
        notice required or permitted to be given under this Agreement shall be
        sufficient if given in writing and sent by registered or certified mail to
        his
        residence in the case of Employee or to is principal office in the case of
        Employer. 

       

      25. Assignment.
        The
        rights and obligations of the parties to this Agreement shall inure to the
        benefit of and shall be binding upon the successors and assigns of Employer.
        This Agreement shall not be terminated by any merger or consolidation whether
        or
        not Employer is the consolidated or surviving corporation or by transfer
        of all
        or substantially all of the assets of Employer to another corporation if
        there
        is a surviving or resulting corporation in such transfer. 

       

      26. Severability.
        It is
        not the intent of any party hereto to violate any public policy of any
        jurisdiction in which this Agreement may be enforced. If any provision of
        this
        Agreement or the application of any provision hereof to any person or
        circumstances is held invalid, unenforceable or otherwise unlawful, the
        remainder of this Agreement and the application of such provision shall be
        reformed to the extent (and only to the extent) necessary to make it valid,
        enforceable and legal. 

       

      27. Entire
        Agreement; Amendment.
        This
        Agreement supersedes any other agreements, oral or written, between the parties
        with respect to the subject matter hereof, and contains all of the agreements
        and understandings between the parties with respect to the employment of
        Employee by Employer; provided, however, nothing in this Agreement shall
        negate
        or reduce Employee’s rights under the Amended and Restated Employment Agreement
        by and among Carolina National Corporation, Carolina National Bank and Trust
        Company, and Employee dated as of January 1, 2008, or constitute Employee’s
        consent to the existence of any of the conditions set forth in Section 6.a.(iv)
        of that agreement. Any waiver or modification of any term of this Agreement
        shall be effective only if it is set forth in writing signed by all parties
        hereto; provided, however, that Employee’s compensation may be increased at any
        time by Employer without in any way affecting any of the other terms and
        conditions of this Agreement, which in all other respects shall remain in
        full
        force and effect. 

       

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

       

      [SIGNATURE
        PAGE FOLLOWS] 

       

      [REMAINDER
        OF PAGE LEFT BLANK] 

       


      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        date
        first above written on this 31st day of January, 2008 

      
 

      
        
          	 	
                  EMPLOYER:

                
	 	 
	 	
                  FIRST
                    NATIONAL BANK OF THE SOUTH

                
	 	 	 
	 	 	 
	 	
                  By:
                    

                	
                  /s/
                    Jerry L. Calvert

                
	 	
                  Name:

                	
                  Jerry
                    L. Calvert

                
	 	
                  Title:

                	
                  President
                    and Chief Executive Officer

                
	 	 	 
	
                  [CORPORATE
                    SEAL]

                	 	 
	 	 	 
	
                  Attest:

                	 	 
	 	 	 
	
                  _____________________________________

                	 	 
	
                  Secretary
                    

                	 	 
	 	 
	 	
                  EMPLOYEE:

                
	 	 
	 	
                  ROGER
                    B. WHALEY

                
	 	 
	 	
                  /s/
                    Roger B. Whaley

                
	 	
                  Roger
                    B. Whaley

                


        

      

       


      
        
           

        

        
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      Exhibit
        A

       

      


       

      

        


        CONSULTING
          AGREEMENT

        


        


        THIS
          CONSULTING AGREEMENT (“Agreement”)
          is made as of February 1, 2009, between FIRST
          NATIONAL BANK OF THE SOUTH,
          a
          national banking association (hereinafter referred to as “Bank”), and
ROGER
          B. WHALEY (hereinafter
          referred to as “Consultant”).

        


        WHEREAS,
          Bank has
          acquired Carolina National Bank and Trust Company (“CNB”); and

        


        WHEREAS,
          Consultant has knowledge of the business of CNB and has been chief executive
          officer of CNB; and

        


        WHEREAS,
          Bank has
          employed Consultant as an Executive Vice President to assist with the
          integration of CNB and Bank and with other projects of Bank; and

        


        WHEREAS,
          Bank
          desires to retain Consultant to provide consulting services to Bank, and
          Consultant has agreed to provide such consulting services to Bank, all
          as
          further provided herein.

        


        NOW
          THEREFORE,
          in
          consideration of the premises and mutual promises herein contained and
          other
          good and valuable consideration, the receipt, adequacy and sufficiency
          of which
          are hereby acknowledged, the parties agree as follows:

        


        1. Contract
          By Bank.
          Bank
          hereby contracts with Consultant as an independent contractor to provide
          Services (as defined in Section 2 hereof), upon the terms and conditions
          set
          forth in this Agreement.

        


        2. Scope
          of Services.
          During
          the term of this Agreement, Consultant shall provide the services reasonably
          necessary to accomplish special projects agreed to by Consultant and the
          chief
          executive officer of the Bank (the “Services”).

        


        3. Consultant
          Is An Independent Contractor.
          In the
          performance of the work, duties and obligations set forth in this Agreement,
          it
          is mutually understood and agreed that Consultant is at all times acting
          and
          performing as an independent contractor and not as an agent of Bank. Nothing
          in
          this Agreement shall be construed to create the relationship of employer
          and
          employee, master and servant, or principal and agent, between Bank and
          Consultant. This Agreement shall not be construed to be a partnership or
          joint
          venture. No employees or agents of either party shall be deemed to be employees
          or agents of the other party for any reason whatsoever. Bank shall neither
          have
          nor exercise any control or direction of the methods by which the Consultant
          shall perform Services. The sole interest and responsibility of Bank are
          that
          the Services covered by this Agreement shall be performed and rendered
          in a
          competent, efficient and satisfactory manner. 

        


        4. Term
          of Service.
          Consultant's services hereunder shall terminate upon the expiration of
          the term
          of this Agreement July 31, 2009, or of any extension hereof as agreed to
          in
          writing by the parties.


        
          
             

          

          
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        5. Compensation.
          Bank
          shall pay Consultant the sum of $100,000.00 for the Services through July
          31,
          2009 (the “Compensation”). The Compensation shall be paid to Consultant in a
          lump sum on February 1, 2009 but, in the event that Consultant shall cease
          to
          perform the Services before the expiration of the term of this Agreement,
          Consultant shall reimburse Bank a pro rata portion of the Compensation
          for the
          days remaining on the term of this Agreement.

        


        6. Consultant's
          Expenses.
          Bank
          will reimburse Consultant for normal and reasonable travel expenses, consisting
          of transportation, meals and lodging expenses while traveling on Bank's
          behalf,
          at net cost. Consultant shall be reimbursed upon presentation to the Bank
          an
          itemized expense report with receipts attached.

        


        7. Trade
          Secrets.
          Consultant agrees that he will not, during or after the term of this Agreement
          with the Bank, disclose (i) the specific terms of the Bank’s relationships or
          agreements with their respective significant vendors or customers; (ii)
          any of
          the Bank’s software, source code, object code, programs, related materials in
          any media now existing or hereafter discovered, designs, work product,
          inventions, improvements and discoveries developed in connection with this
          Agreement or otherwise, including all patents, copyrights and intellectual
          property rights; and (iii) any other significant and material trade secret
          of
          the Bank, whether in existence or proposed, to any person, firm, partnership,
          corporation or business for any reason or purpose whatsoever.

        8. Non-Competition
          Agreement.
          Consultant acknowledges that, during the term of this Agreement, he will
          continue to be bound by the non-competition provisions of his employment
          agreement with Bank dated as of January 31, 2008.

         

        9. Notices.
          All
          notices, requests, demands and other communications shall be in writing
          and
          shall be delivered by hand or mailed by overnight courier registered or
          certified mail, return receipt requested, first class postage prepaid,
          or sent
          by facsimile confirmed by a copy sent by the sender registered or certified
          mail, first class postage prepaid, in each case, addressed as
          follows:

         

        
          	 	
                  If
                    to Consultant:

                
	 	
                  Roger
                    B. Whaley

                
	 	____________________________
	 	
                  Columbia,
                    South Carolina 20201

                
	 	
                  Fax: 
                    ____________________________

                
	 	 
	 	
                  If
                    to Bank:

                
	 	
                  First
                    National Bank of the South

                
	 	
                  215
                    North Pine Street

                
	 	
                  Columbia,
                    South Carolina

                
	 	
                  Attn:
                    Jerry L. Calvert

                
	 	
                  
                    Fax: 
                      ____________________________

                  

                


        


        
          
             

          

          
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        If
          delivered personally, the date on which a notice, request, instruction
          or
          document is delivered shall be the date on which such delivery is made,
          and in
          the case of facsimile, when the facsimile or the confirmed copy is received,
          whichever is earlier. In the event any such notice is sent via overnight
          courier, then such notice shall be deemed delivered or received on the
          day after
          the delivery of such notice to the courier service. In the event any such
          notice, request, instruction or document is mailed to a party in accordance
          with
          this Section 9, then such notice, request, instruction or document shall
          be
          deemed to have been delivered, or received on the third (3rd)
          day
          following the deposit of such notice, request, instruction, or document
          in the
          United States mail.

         

        Either
          party hereto may change its address specified for notices herein by designating
          a new address by notice in accordance with this Section 9.

         

        10. Binding
          Effect.
          This
          Agreement shall be binding upon and inure to the benefit of the parties
          hereto
          and their respective heirs, legal representatives, executors, administrators,
          successors and assigns. This Agreement is personal and nature and cannot
          be
          assigned by the Consultant.

         

        11. Headings.
          The
          section and other headings in this Agreement are inserted solely as a matter
          of
          convenience and for reference, and are not a part of this
          Agreement.

         

        12. Entire
          Agreement.
          This
          Agreement constitutes the entire agreement among the parties hereto and
          supersedes and cancels any prior agreements, representations, warranties,
          or
          communications, whether oral or written, among the parties hereto relating
          to
          the transactions contemplated hereby or the specific subject matter herein.
          Neither this Agreement nor any provision hereof may be changed, waived,
          discharged or terminated orally, but only by an agreement in writing signed
          by
          the party against whom or which the enforcement of such change, waiver,
          discharge or termination is sought.

         

        13. Governing
          Law.
          This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of South Carolina.

         

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

        


        
          	 	 	 
	 	
                  CONSULTANT:

                
	 	 	 
	 	
                   /s/
                    Roger B. Whaley

                
	 	
                  Roger
                    B. Whaley

                
	 	 	 
	 	 	 
	 	 	 
	 	
                  FIRST
                    NATIONAL BANK OF THE SOUTH:

                
	 	 	 
	 	
                  BY:

                	
                   /s/
                    Jerry L. Calvert

                
	 	 	 
	 	
                  NAME:

                	
                   Jerry
                    L. Calvert

                
	 	 	 
	 	
                  TITLE:

                	
                   President
                    and Chief Executive Officer

                


        

        


        


        
          
             

          

          
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