FIRST AMENDMENT TO

                          AMENDED DEFERRED COMPENSATION
                        AND INCOME CONTINUATION AGREEMENT


     First Amendment,  dated as of November 17, 2008 (the  "Amendment"),  to the
Amended Deferred  Compensation and Income  Continuation  Agreement,  dated as of
March 15, 2004 (as amended,  the "Agreement"),  by and among Citizens South Bank
(the "Bank") and _______________  (the "Director").  Capitalized terms which are
not defined herein shall have the same meaning as set forth in the Agreement.

                              W I T N E S S E T H:

     WHEREAS, the parties desire to amend the Agreement to comply with the final
regulations  issued in April 2007 by the Internal  Revenue Service under Section
409A of the Internal Revenue Code of 1986, as amended (the "Code"); and

     WHEREAS,  pursuant  to Section  8.1 of the  Agreement,  the  parties to the
Agreement desire to amend the Agreement;

     NOW,  THEREFORE,  in consideration of the premises,  the mutual  agreements
herein set forth and such other consideration the sufficiency of which is hereby
acknowledged, the Bank and the Director hereby agree as follows:

     Section 1.  Amendment to Section 1.4 of the  Agreement.  The  definition of
Change in Control in Section 1.4 of the  Agreement is hereby  amended to read in
its entirety as follows:

          "Change in Control means a change in the  ownership of Citizens  South
     Banking  Corporation (the "Company") or the Bank, a change in the effective
     control  of the  Company  or the Bank or a  change  in the  ownership  of a
     substantial  portion of the assets of the Company or the Bank, in each case
     as provided under Section 409A of the Code and the regulations thereunder."

     Section 2.  Amendment to Section 1.5 of the  Agreement.  The  definition of
Disability  in Section  1.5 of the  Agreement  is hereby  amended to read in its
entirety as follows:

          "Disability  means  the  Director  (i)  is  unable  to  engage  in any
     substantial  gainful  activity  by  reason  of any  medically  determinable
     physical or mental  impairment  which can be expected to result in death or
     can be expected to last for a continuous period of not less than 12 months,
     or (ii) is, by  reason of any  medically  determinable  physical  or mental
     impairment  which can be  expected to result in death or can be expected to
     last for a continuous  period of not less than 12 months,  receiving income
     replacement  benefits  for a period of not less than three  months under an
     accident and health agreement  covering  employees of the Bank (or would be
     receiving such benefits if he was eligible to participate in such plan)."

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     Section 3. Amendment to Section 1.14 of the Agreement.  Section 1.14 of the
Agreement is hereby amended to read in its entirety as follows:

          "Termination of Service," for purposes of this Agreement, shall mean a
     "Separation  from  Service" as such term is defined in Section  409A of the
     Code and the final regulations issued  thereunder,  provided that whether a
     Separation  from Service has occurred shall be determined  based on whether
     the  facts  and  circumstances  indicate  that the  Bank  and the  Director
     reasonably  anticipated that no further services would be performed after a
     certain date or that the level of bona fide  services  the  Director  would
     perform  after  such date  (whether  as an  employee  or as an  independent
     contractor) would permanently  decrease to less than fifty percent (50%) of
     the average level of bona fide services  performed  (whether as an employee
     or an independent  contractor)  over the immediately  preceding  thirty-six
     (36)  month  period  (or the full  period  of  services  to the Bank if the
     Director has been providing  services to the Bank less than thirty-six (36)
     months)."

     Section 4.  Amendment to Section 8.1 of the  Agreement.  Section 8.1 of the
Agreement is hereby amended to read in its entirety as follows:

     8.1 Amendment and Termination.

          (a) This Agreement may be amended solely by a written agreement signed
     by the Bank and by the  Director,  and (b) except as provided in Article 5,
     this Agreement may be terminated  solely by a written  agreement  signed by
     the Bank and by the  Director.  Except as provided in Section  8.1(b),  the
     termination  of this Agreement  shall not cause a distribution  of benefits
     under this Agreement.

          (b) Notwithstanding anything to the contrary in Section 8.1(a), if the
     Bank irrevocably terminates this Agreement in the following circumstances:

               (i) Within thirty (30) days before a Change in Control,  provided
          that all  distributions  are made no later  than  twelve  (12)  months
          following such  irrevocable  termination of this Agreement and further
          provided that all of the arrangements sponsored by the Bank that would
          be  aggregated   with  this  Agreement   under   Treasury   Regulation
          ss.1.409A-1(c)(2)  are  terminated  so the Director and all  Directors
          under the other  aggregated  arrangements  are required to receive all
          amounts of  compensation  deferred under the  terminated  arrangements
          within twelve (12) months of the date the Bank  irrevocably  takes all
          necessary action to terminate such arrangements;

               (ii) With twelve (12) months of a  dissolution  of the Bank taxed
          under  Section 331 of the Code or with the  approval  of a  bankruptcy
          court pursuant to 11 U.S.C. ss.503(b)(1)(A), provided that the amounts
          deferred  under this  Agreement are included in the  Director's  gross
          income in the latest of (i) the calendar year in which this  Agreement
          terminates;  (ii) the  calendar  year in which the amount is no

<PAGE>

          longer subject to a substantial risk of forfeiture; or (iii) the first
          calendar   year  in  which  the   distribution   is   administratively
          practicable; or

               (iii)  Upon  the  Bank's   termination  of  this  and  all  other
          arrangements that would be aggregated with this Agreement  pursuant to
          Treasury  Regulation  ss.1.409A-1(c)  if the Director  participated in
          such  arrangements  ("Similar  Arrangements"),  provided  that (i) the
          termination and liquidation  does not occur proximate to a downturn in
          the  financial  health of the Bank,  (ii) no payments  are made within
          twelve (12) months of the termination of the  arrangements  other than
          payments that would be payable under the terms of the  arrangements if
          the termination had not occurred, (iii) all termination  distributions
          are  made  no  later  than  twenty-four  (24)  months  following  such
          termination, and (iv) the Bank does not adopt any new arrangement that
          would be a  Similar  Arrangement  for a  minimum  of three  (3)  years
          following the date the Bank takes all necessary  action to irrevocably
          terminate and liquidate the Agreement;

          the Bank will distribute (i) the Accrual Balance  determined as of the
     date of the termination of this Director Retirement Agreement,  or (ii) the
     Normal  Retirement  Age  Accrual  Balance  in the  event  of a  termination
     pursuant to Section  8.1(b)(i) above, to the Director in a lump sum subject
     to the above terms.

     Section 5. Amendment to Section 8.13 of the  Agreement.  The second to last
sentence  in  Section  8.13 of the  Agreement  is hereby  amended to read in its
entirety as follows:

          "The fees and  expenses of counsel  selected  from time to time by the
     Director as provided in this  section  shall be paid or  reimbursed  to the
     Director by the Bank on a regular,  periodic basis upon presentation within
     thirty (30) days  following the Director's  presentation  of a statement or
     statements  prepared  by such  counsel in  accordance  with such  counsel's
     customary practices, up to a maximum aggregate amount of $25,000."

     Section 6.  Effectiveness.  This Amendment shall be deemed  effective as of
the date first above written,  as if executed on such date.  Except as expressly
set forth herein,  this Amendment  shall not by implication or otherwise  alter,
modify,  amend or in any way affect any of the terms,  conditions,  obligations,
covenants or agreements  contained in the  Agreement,  all of which are ratified
and  affirmed in all  respects  and shall  continue in full force and effect and
shall be otherwise unaffected.

     Section 7.  Governing  Law. This  Amendment and the rights and  obligations
hereunder  shall be governed by and construed in accordance with the laws of the
State of North Carolina.

     Section 8.  Counterparts.  This  Amendment may be executed in any number of
counterparts,  each of which shall for all purposes be deemed an  original,  and
all of which together shall constitute but one and the same instrument.

     Section  9.   Compliance   with  Section  409A.  This  Agreement  shall  be
interpreted and administered consistent with Section 409A of the Code.

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     IN WITNESS  WHEREOF,  the Bank and the  Director  have duly  executed  this
Amendment as of the day and year first written above.

                                              CITIZENS SOUTH BANK

Attest:


                                              By:
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Name:  Paul L. Teem, Jr.                          Name:  Kim S. Price
Title: Executive Vice President,                  Title: President and Chief
         Chief Administrative Officer                      Executive Officer



                                              DIRECTOR

Attest:



------------------------                      ----------------------------------
Name:  Paul L. Teem, Jr.
                                              --------------------