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                                                                   EXHIBIT 10.10



                              NEW COMMERCE BANCORP

                            1999 STOCK INCENTIVE PLAN

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                              NEW COMMERCE BANCORP
                            1999 STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                          <C>
ARTICLE I  DEFINITIONS .................................................................................      1


ARTICLE II  THE PLAN ...................................................................................      4

    2.1    NAME ........................................................................................      4
    2.2    PURPOSE .....................................................................................      4
    2.3    EFFECTIVE DATE ..............................................................................      4

ARTICLE III  PARTICIPANTS ..............................................................................      5


ARTICLE IV  ADMINISTRATION .............................................................................      5

    4.1    DUTIES AND POWERS OF THE COMMITTEE ..........................................................      5
    4.2    INTERPRETATION; RULES .......................................................................      5
    4.3    NO LIABILITY ................................................................................      6
    4.4    MAJORITY RULE ...............................................................................      6
    4.5    COMPANY ASSISTANCE ..........................................................................      6

ARTICLE V  SHARES OF STOCK SUBJECT TO PLAN .............................................................      6

    5.1    LIMITATIONS .................................................................................      6
    5.2    ANTIDILUTION ................................................................................      7

ARTICLE VI  OPTIONS ....................................................................................      8

    6.1    TYPES OF OPTIONS GRANTED ....................................................................      8
    6.2    OPTION GRANT AND AGREEMENT ..................................................................      8
    6.3    OPTIONEE LIMITATIONS ........................................................................      8
    6.4    $100,000 LIMITATION .........................................................................      9
    6.5    EXERCISE PRICE ..............................................................................      9
    6.6    EXERCISE PERIOD .............................................................................      9
    6.7    OPTION EXERCISE .............................................................................     10
    6.8    RELOAD OPTIONS ..............................................................................     11
    6.9    NONTRANSFERABILITY OF OPTION ................................................................     11
    6.10   TERMINATION OF EMPLOYMENT OR SERVICE ........................................................     12
    6.11   EMPLOYMENT RIGHTS ...........................................................................     12
    6.12   CERTAIN SUCCESSOR OPTIONS ...................................................................     12
    6.13   EFFECT OF A CORPORATE TRANSACTION ...........................................................     12
    6.14   FORFEITURE BY ORDER OF REGULATORY AGENCY ....................................................     12

ARTICLE VII  STOCK CERTIFICATES ........................................................................     12


ARTICLE VIII  TERMINATION AND AMENDMENT ................................................................     13

    8.1    TERMINATION AND AMENDMENT ...................................................................     13
    8.2    EFFECT ON GRANTEE'S RIGHTS ..................................................................     13
</TABLE>


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<TABLE>
<S>                                                                                                          <C>
ARTICLE IX  RELATIONSHIP TO OTHER COMPENSATION PLANS ...................................................     14


ARTICLE X  MISCELLANEOUS ...............................................................................     14

   10.1    REPLACEMENT OR AMENDED GRANTS ...............................................................     14
   10.2    FORFEITURE FOR COMPETITION ..................................................................     14
   10.3    LEAVE OF ABSENCE ............................................................................     14
   10.4    PLAN BINDING ON SUCCESSORS ..................................................................     15
   10.5    HEADINGS, ETC., NO PART OF PLAN .............................................................     15
   10.6    SECTION 16 COMPLIANCE .......................................................................     15

EXHIBIT A TO NEW COMMERCE BANCORP 1999 STOCK INCENTIVE PLAN - FORM OF STOCK OPTION AGREEMENT ...........      1

SCHEDULE A .............................................................................................      6
SCHEDULE B .............................................................................................      8
</TABLE>


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                              NEW COMMERCE BANCORP
                            1999 STOCK INCENTIVE PLAN

                                    ARTICLE I
                                   DEFINITIONS

         As used herein, the following terms have the following meanings unless
the context clearly indicates to the contrary:

         "Board" shall mean the Board of Directors of the Company.

         "Cause" (i) with respect to the Company or any subsidiary which employs
the recipient of an Option (the "recipient") or for which such recipient
primarily performs services, the commission by the recipient of an act of fraud,
embezzlement, theft or proven dishonesty, or any other illegal act or practice
(whether or not resulting in criminal prosecution or conviction), or any act or
practice which the Committee shall, in good faith, deem to have resulted in the
recipient's becoming unbondable under the Company's or the subsidiary's fidelity
bond; (ii) the willful engaging by the recipient in misconduct which is deemed
by the Committee, in good faith, to be materially injurious to the Company or
any subsidiary, monetarily or otherwise, including, but not limited, improperly
disclosing trade secrets or other confidential or sensitive business information
and data about the Company or any subsidiaries and competing with the Company or
its subsidiaries, or soliciting employees, consultants or customers of the
Company in violation of law or any employment or other agreement to which the
recipient is a party; or (iii) the willful and continued failure or habitual
neglect by the recipient to perform his or her duties with the Company or the
subsidiary substantially in accordance with the operating and personnel policies
and procedures of the Company or the subsidiary generally applicable to all
their employees. For purposes of this Plan, no act or failure to act by the
recipient shall be deemed be "willful" unless done or omitted to be done by
recipient not in good faith and without reasonable belief that the recipient's
action or omission was in the best interest of the Company and/or the
subsidiary. Notwithstanding the foregoing, if the recipient has entered into an
employment agreement that is binding as of the date of employment termination,
and if such employment agreement defines "Cause," then the definition of "Cause"
in such agreement shall apply to the recipient in this Plan. "Cause" under
either (i), (ii) or (iii) shall be determined by the Committee.

         "Code" shall mean the United States Internal Revenue Code of 1986,
including effective date and transition rules (whether or not codified). Any
reference herein to a specific section of the Code shall be deemed to include a
reference to any corresponding provision of future law.

         "Committee" shall mean a committee of at least two Directors appointed
from time to time by the Board, having the duties and authority set forth herein
in addition to any other authority granted by the Board. In selecting the
Committee, the Board shall consider (i) the benefits under Section 162(m) of the
Code of having a Committee composed of "outside directors" (as that term is
defined in the Code) for certain grants of Options to highly

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compensated executives, and (ii) the benefits under Rule 16b-3 of having a
Committee composed of either the entire Board or a Committee of at least two
Directors who are Non-Employee Directors for Options granted to or held by any
Section 16 Insider. At any time that the Board shall not have appointed a
committee as described above, any reference herein to the Committee shall mean
the Board.

         "Company" shall mean New Commerce Bancorp, a South Carolina
corporation.

         "Corporate Transaction" shall mean the occurrence of any of the
following events:

                  (i)      a merger or consolidation in which securities
                           possessing more than 50% of the total combined voting
                           power of the Company's outstanding securities are
                           transferred to a person or persons different from the
                           persons holding those securities immediately prior to
                           such transaction;

                  (ii)     the sale, transfer or other disposition of all or
                           substantially all of the Company's assets in complete
                           liquidation or dissolution of the Company; or

                  (iii)    the grant of any bank regulatory approval (or notice
                           of no disapproval) for permission to acquire control
                           of the Company or any of its banking subsidiaries.

         "Director" shall mean a member of the Board and any person who is an
advisory or honorary director of the Company if such person is considered a
director for the purposes of Section 16 of the Exchange Act, as determined by
reference to such Section 16 and to the rules, regulations, judicial decisions,
and interpretative or "no-action" positions with respect thereto of the
Securities and Exchange Commission, as the same may be in effect or set forth
from time to time.

         "Employee" shall mean a person who constitutes an employee of the
Company as such term is defined in the instructions to the Form S-8 Registration
Statement under the Securities Act of 1933, and also includes non-employees to
whom an offer of employment has been extended.

         "Exchange Act" shall mean the Securities Exchange Act of 1934. Any
reference herein to a specific section of the Exchange Act shall be deemed to
include a reference to any corresponding provision of future law.

         "Exercise Price" shall mean the price at which an Optionee may purchase
a share of Stock under a Stock Option Agreement.

         "Fair Market Value" on any date shall mean (i) the closing sales price
of the Stock, regular way, on such date on the national securities exchange
having the greatest volume of trading in the Stock during the thirty-day period
preceding the day the value is to be determined or, if such exchange was not
open for trading on such date, the next preceding date



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on which it was open; (ii) if the Stock is not traded on any national securities
exchange, the average of the closing high bid and low asked prices of the Stock
on the over-the-counter market on the day such value is to be determined, or in
the absence of closing bids on such day, the closing bids on the next preceding
day on which there were bids; or (iii) if the Stock also is not traded on the
over-the-counter market, the fair market value as determined in good faith by
the Board or the Committee based on such relevant facts as may be available to
the Board, which may include opinions of independent experts, the price at which
recent sales have been made, the book value of the Stock, and the Company's
current and future earnings.

         "Incentive Stock Option" shall mean an option to purchase any stock of
the Company, which complies with and is subject to the terms, limitations and
conditions of Section 422 of the Code and any regulations promulgated with
respect thereto.

         "Non-Employee Director" shall have the meaning set forth in Rule 16b-3
under the Exchange Act, as the same may be in effect from time to time, or in
any successor rule thereto, and shall be determined for all purposes under the
Plan according to interpretative or "no-action" positions with respect thereto
issued by the Securities and Exchange Commission.

         "Officer" shall mean a person who constitutes an officer of the Company
for the purposes of Section 16 of the Exchange Act, as determined by reference
to such Section 16 and to the rules, regulations, judicial decisions, and
interpretative or "no-action" positions with respect thereto of the Securities
and Exchange Commission, as the same may be in effect or set forth from time to
time.

         "Option" shall mean an option, whether or not an Incentive Stock
Option, to purchase Stock granted pursuant to the provisions of Article VI
hereof.

         "Optionee" shall mean a person to whom an Option has been granted
hereunder.

         "Parent" shall mean any corporation (other than the Company or a
Subsidiary) in an unbroken chain of corporations ending with the Company if, at
the time of the grant (or modification) of the Option, each of the corporations
other than the Company or a Subsidiary owns stock possessing 50% or more of the
total combined voting power of the classes of stock in one of the other
corporations in such chain.

         "Permanent and Total Disability" shall have the same meaning as given
to that term by Code Section 22(e)(3) and any regulations or rulings promulgated
thereunder.

         "Plan" shall mean the New Commerce Bancorp 1999 Stock Incentive Plan,
the terms of which are set forth herein.

         "Purchasable" shall refer to Stock which may be purchased by an
Optionee under the terms of this Plan on or after a certain date specified in
the applicable Stock Option Agreement.



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         "Qualified Domestic Relations Order" shall have the meaning set forth
in the Code or in the Employee Retirement Income Security Act of 1974, or the
rules and regulations promulgated under the Code or such Act.

         "Reload Option" shall have the meaning set forth in Section 6.8 hereof.

         "Section 16 Insider" shall mean any person who is subject to the
provisions of Section 16 of the Exchange Act, as provided in Rule 16a-2
promulgated pursuant to the Exchange Act.

         "Stock" shall mean the Common Stock, par value $0.01 per share, of the
Company or, in the event that the outstanding shares of Stock are hereafter
changed into or exchanged for shares of a different stock or securities of the
Company or some other entity, such other stock or securities.

         "Stock Option Agreement" shall mean an agreement between the Company
and an Optionee under which the Optionee may purchase Stock hereunder, a sample
form of which is attached hereto as Exhibit A (which form may be varied by the
Committee in granting an Option).

         "Subsidiary" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
grant (or modification) of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.


                                   ARTICLE II
                                    THE PLAN

         2.1      Name. This Plan shall be known as "New Commerce Bancorp 1999
Stock Incentive Plan."

         2.2      Purpose. The purpose of the Plan is to advance the interests
of the Company, its Subsidiaries, and its shareholders by affording Employees
and Directors of the Company and its Subsidiaries an opportunity to acquire or
increase their proprietary interests in the Company. The objective of the
issuance of the Options is to promote the growth and profitability of the
Company and its Subsidiaries because the Optionees will be provided with an
additional incentive to achieve the Company's objectives through participation
in its success and growth and by encouraging their continued association with or
service to the Company.

         2.3      Effective Date. The Plan shall become effective on August 26,
1999; provided, however, that if the shareholders of the Company have not
approved the Plan on or prior to the first anniversary of such effective date,
then all options granted under the Plan shall be non-Incentive Stock Options.
If, at the time of any amendment to the Plan, shareholder approval is



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required by the Code for Incentive Stock Options and such shareholder approval
has not been obtained (or is not obtained within 12 months thereof), any
Incentive Stock Options issued under the Plan shall automatically become options
which do not qualify as Incentive Stock Options.


                                   ARTICLE III
                                  PARTICIPANTS

         The class of persons eligible to participate in the Plan shall consist
of all Directors and Employees of the Company or any Subsidiary.


                                   ARTICLE IV
                                 ADMINISTRATION

         4.1      Duties and Powers of the Committee. The Plan shall be
administered by the Committee. The Committee shall select one of its members as
its Chairman and shall hold its meetings at such times and places as it may
determine. The Committee shall keep minutes of its meetings and shall make such
rules and regulations for the conduct of its business as it may deem necessary.
The Committee shall have the power to act by unanimous written consent in lieu
of a meeting, and to meet telephonically. In administering the Plan, the
Committee's actions and determinations shall be binding on all interested
parties. The Committee shall have the power to grant Options in accordance with
the provisions of the Plan and may grant Options singly, in combination, or in
tandem. Subject to the provisions of the Plan, the Committee shall have the
discretion and authority to determine those individuals to whom Options will be
granted and whether such Options shall be accompanied by the right to receive
Reload Options, the number of shares of Stock subject to each Option, such other
matters as are specified herein, and any other terms and conditions of a Stock
Option Agreement. The Committee shall also have the discretion and authority to
delegate to any Officer its power to grant Options under the Plan to Employees,
but not to Employees who are Officers or Directors. To the extent not
inconsistent with the provisions of the Plan, the Committee may give a Optionee
an election to surrender an Option in exchange for the grant of a new Option,
and shall have the authority to amend or modify an outstanding Stock Option
Agreement, or to waive any provision thereof, provided that the Optionee
consents to such action.

         4.2      Interpretation; Rules. Subject to the express provisions of
the Plan, the Committee also shall have complete authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Stock Option Agreement, and to make
all other determinations necessary or advisable for the administration of the
Plan, including, without limitation, the amending or altering of the Plan and
any Options granted hereunder as may be required to comply with or to conform to
any federal, state, or local laws or regulations. If an option granted under the
Plan is intended to be an Incentive Stock Option but does not qualify as an
Incentive Stock Option for any reason, then the option granted shall remain
valid but shall be a non-Incentive Stock Option.



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         4.3      No Liability. Neither any member of the Board nor any member
of the Committee shall be liable to any person for any act or determination made
in good faith with respect to the Plan or any Option granted hereunder.

         4.4      Majority Rule. A majority of the members of the Committee
shall constitute a quorum, and any action taken by a majority at a meeting at
which a quorum is present, or any action taken without a meeting evidenced by a
writing executed by all the members of the Committee, shall constitute the
action of the Committee.

         4.5      Company Assistance. The Company shall supply full and timely
information to the Committee on all matters relating to eligible persons, their
employment, death, retirement, disability, or other termination of employment,
and such other pertinent facts as the Committee may require. The Company shall
furnish the Committee with such clerical and other assistance as is necessary in
the performance of its duties.


                                    ARTICLE V
                         SHARES OF STOCK SUBJECT TO PLAN

         5.1      Limitations. Subject to any antidilution adjustment pursuant
to the provisions of Section 5.2 hereof, the maximum number of shares of Stock
that may be issued hereunder shall be 150,000. Any or all shares of Stock
subject to the Plan may be issued in any combination of Incentive Stock Options
or non-Incentive Stock Options, and the amount of Stock subject to the Plan may
be increased from time to time in accordance with Article IX, provided that the
total number of shares of Stock issuable pursuant to Incentive Stock Options may
not be increased to more than 150,000 (other than pursuant to anti-dilution
adjustments) without shareholder approval. Shares subject to an Option may be
either authorized and unissued shares or shares issued and later acquired by the
Company. The shares covered by any unexercised portion of an Option that has
terminated for any reason (except as set forth in the following paragraph) may
again be optioned under the Plan, and such shares shall not be considered as
having been optioned or issued in computing the number of shares of Stock
remaining available for option hereunder.

         If Options are issued in respect of options to acquire stock of any
entity acquired, by merger or otherwise, by the Company (or any Subsidiary of
the Company), to the extent that such issuance shall not be inconsistent with
the terms, limitations and conditions of Code section 422 or Rule 16b-3 under
the Exchange Act, the aggregate number of shares of Stock for which Options may
be granted hereunder shall automatically be increased by the number of shares
subject to the Options so issued; provided, however, that the aggregate number
of shares of Stock for which Options may be granted hereunder shall
automatically be decreased by the number of shares covered by any unexercised
portion of an Option so issued that has terminated for any reason, and the
shares subject to any such unexercised portion may not be optioned to any other
person.



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         5.2      Antidilution.

                  (a)      If (x) the outstanding shares of Stock are changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, or stock
split or stock dividend, (y) any spin-off, spin-out or other distribution of
assets materially affects the price of the Company's stock, or (z) there is any
assumption and conversion to the Plan by the Company of an acquired company's
outstanding option grants, then:

                           (i)      the aggregate number and kind of shares of
                  Stock for which Options may be granted hereunder shall be
                  adjusted proportionately by the Committee; and

                           (ii)     the rights of Optionees (concerning the
                  number of shares subject to Options and the Exercise Price)
                  under outstanding Options shall be adjusted proportionately by
                  the Committee.

                  (b)      If the Company shall be a party to any reorganization
in which it does not survive, involving merger, consolidation, or acquisition of
the stock or substantially all the assets of the Company, the Committee, in its
sole discretion, may (but is not required to):

                           (i)      notwithstanding other provisions hereof,
                  declare that all Options granted under the Plan shall become
                  exercisable immediately notwithstanding the provisions of the
                  respective Stock Option Agreements regarding exercisability,
                  that all such Options shall terminate 30 days after the
                  Committee gives written notice of the immediate right to
                  exercise all such Options and of the decision to terminate all
                  Options not exercised within such 30-day period; and/or

                           (ii)     notify all Optionees that all Options
                  granted under the Plan shall be assumed by the successor
                  corporation or substituted on an equitable basis with options
                  issued by such successor corporation.

                  (c)      If the Company is to be liquidated or dissolved in
connection with a reorganization described in Section 5.2(b), the provisions of
such Section shall apply. In all other instances, the adoption of a plan of
dissolution or liquidation of the Company shall, notwithstanding other
provisions hereof, cause every Option outstanding under the Plan to terminate to
the extent not exercised prior to the adoption of the plan of dissolution or
liquidation by the shareholders, provided that, notwithstanding other provisions
hereof, the Committee may declare all Options granted under the Plan to be
exercisable at any time on or before the fifth business day following such
adoption notwithstanding the provisions of the respective Stock Option
Agreements regarding exercisability.

                  (d)      The adjustments described in paragraphs (a) through
(c) of this Section 5.2, and the manner of their application, shall be
determined solely by the Committee, and any



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such adjustment may provide for the elimination of fractional share interests;
provided, however, that any adjustment made by the Board or the Committee shall
be made in a manner that will not cause an Incentive Stock Option to be other
than an Incentive Stock Option under applicable statutory and regulatory
provisions. The adjustments required under this Article V shall apply to any
successors of the Company and shall be made regardless of the number or type of
successive events requiring such adjustments.


                                   ARTICLE VI
                                     OPTIONS

         6.1      Types of Options Granted. The Committee may, under this Plan,
grant either Incentive Stock Options or Options which do not qualify as
Incentive Stock Options. Within the limitations provided in this Plan, both
types of Options may be granted to the same person at the same time, or at
different times, under different terms and conditions, as long as the terms and
conditions of each Option are consistent with the provisions of the Plan.
Without limitation of the foregoing, Options may be granted subject to
conditions based on the financial performance of the Company or any other factor
the Committee deems relevant.

         6.2      Option Grant and Agreement. Each Option granted hereunder
shall be evidenced by minutes of a meeting or the written consent of the
Committee and by a written Stock Option Agreement executed by the Company and
the Optionee. The terms of the Option, including the Option's duration, time or
times of exercise, exercise price, whether the Option is intended to be an
Incentive Stock Option, and whether the Option is to be accompanied by the right
to receive a Reload Option, shall be stated in the Stock Option Agreement. In
structuring the terms of each Option, the Committee shall follow the guidelines
set forth in the FDIC statement of policy relating to applications for deposit
insurance, including that the terms should encourage each Optionee to remain
involved in the Company and/or its Subsidiaries, such as by having a vesting
period of equal percentages each year over the initial three years following the
grant of the Option and a requirement that the Option be exercised or expire
within a reasonable time after termination as an active officer, employee, or
director. No Incentive Stock Option may be granted more than ten years after the
earlier to occur of the effective date of the Plan or the date the Plan is
approved by the Company's shareholders. Separate Stock Option Agreements may be
used for Options intended to be Incentive Stock Options and those not so
intended, but any failure to use such separate agreements shall not invalidate,
or otherwise adversely affect the Optionee's interest in, the Options evidenced
thereby.

         6.3      Optionee Limitations. The Committee shall not grant an
Incentive Stock Option to any person who, at the time the Incentive Stock Option
is granted:

                  (a)      is not an employee of the Company or any of its
Subsidiaries (as the term "employee" is defined by the Code); or



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                  (b)      owns or is considered to own stock possessing at
least 10% of the total combined voting power of all classes of stock of the
Company or any of its Parent or Subsidiary corporations; provided, however, that
this limitation shall not apply if at the time an Incentive Stock Option is
granted the Exercise Price is at least 110% of the Fair Market Value of the
Stock subject to such Option and such Option by its terms would not be
exercisable after five years from the date on which the Option is granted. For
the purpose of this subsection (b), a person shall be considered to own: (i) the
stock owned, directly or indirectly, by or for his or her brothers and sisters
(whether by whole or half blood), spouse, ancestors and lineal descendants; (ii)
the stock owned, directly or indirectly, by or for a corporation, partnership,
estate, or trust in proportion to such person's stock interest, partnership
interest or beneficial interest therein; and (iii) the stock which such person
may purchase under any outstanding options of the Company or of any Parent or
Subsidiary.

         6.4      $100,000 Limitation. Except as provided below, the Committee
shall not grant an Incentive Stock Option to, or modify the exercise provisions
of outstanding Incentive Stock Options held by, any person who, at the time the
Incentive Stock Option is granted (or modified), would thereby receive or hold
any Incentive Stock Options of the Company and any Parent or Subsidiary, such
that the aggregate Fair Market Value (determined as of the respective dates of
grant or modification of each option) of the stock with respect to which such
Incentive Stock Options are exercisable for the first time during any calendar
year is in excess of $100,000 (or such other limit as may be prescribed by the
Code from time to time); provided that the foregoing restriction on modification
of outstanding Incentive Stock Options shall not preclude the Committee from
modifying an outstanding Incentive Stock Option if, as a result of such
modification and with the consent of the Optionee, such Option no longer
constitutes an Incentive Stock Option; and provided that, if the $100,000
limitation (or such other limitation prescribed by the Code) described in this
Section 6.4 is exceeded, the Incentive Stock Option, the granting or
modification of which resulted in the exceeding of such limit, shall be treated
as an Incentive Stock Option up to the limitation and the excess shall be
treated as an Option not qualifying as an Incentive Stock Option. Furthermore,
not more than 25% of the total shares of stock approved under this Plan may be
made subject to Options to any individual in the aggregate in any one fiscal
year of the Company, such limitation to be applied in a manner consistent with
the requirements of, and only to the extent required for compliance with, the
exclusion from the limitation on deductibility of compensation under Section
162(m) of the Code.

         6.5      Exercise Price. The Exercise Price of the Stock subject to
each Option shall be determined by the Committee. Subject to the provisions of
Section 6.3(b) hereof, the Exercise Price of an Option shall not be less than
the Fair Market Value of the Stock as of the date the Option is granted (or in
the case of an Incentive Stock Option that is subsequently modified, on the date
of such modification).

         6.6      Exercise Period. The period for the exercise of each Option
granted hereunder shall be determined by the Committee, but the Stock Option
Agreement with respect to each Option shall provide that such Option shall not
be exercisable after ten years from the date of grant (or modification) of the
Option.



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         6.7      Option Exercise.

                  (a)      Unless otherwise provided in the Stock Option
Agreement or Section 6.6 hereof, an Option may be exercised at any time or from
time to time during the term of the Option as to any or all full shares which
have become Purchasable under the provisions of the Option, but not at any time
as to less than 100 shares unless the remaining shares that have become so
Purchasable are less than 100 shares. The Committee shall have the authority to
prescribe in any Stock Option Agreement that the Option may be exercised only in
accordance with a vesting schedule during the term of the Option.

                  (b)      An Option shall be exercised by (i) delivery to the
Company at its principal office a written notice of exercise with respect to a
specified number of shares of Stock and (ii) payment to the Company at that
office of the full amount of the Exercise Price for such number of shares in
accordance with Section 6.7(c). If requested by an Optionee, an Option may be
exercised with the involvement of a stockbroker in accordance with the federal
margin rules set forth in Regulation T (in which case the certificates
representing the underlying shares will be delivered by the Company directly to
the stockbroker).

                  (c)      The Exercise Price is to be paid in full in cash upon
the exercise of the Option and the Company shall not be required to deliver
certificates for the shares purchased until such payment has been made;
provided, however, that in lieu of cash, in the Company's discretion all or any
portion of the Exercise Price may be paid by tendering to the Company shares of
Stock duly endorsed for transfer and owned by the Optionee, or by authorization
to the Company to withhold shares of Stock otherwise issuable upon exercise of
the Option, in each case to be credited against the Exercise Price at the Fair
Market Value of such shares on the date of exercise (however, no fractional
shares may be so transferred, and the Company shall not be obligated to make any
cash payments in consideration of any excess of the aggregate Fair Market Value
of shares transferred over the aggregate Exercise Price); provided further, that
the Board may provide in a Stock Option Agreement (or may otherwise determine in
its sole discretion at the time of exercise) that, in lieu of cash or shares,
all or a portion of the Exercise Price may be paid by the Optionee's execution
of a recourse note equal to the Exercise Price or relevant portion thereof,
subject to compliance with applicable state and federal laws, rules and
regulations. Notwithstanding the above, the Company shall not be obligated to
accept tender of shares of Stock as payment of the Exercise Price if doing so
would result in a charge to the Company's earnings for financial reporting
purposes.

                  (d)      In addition to and at the time of payment of the
Exercise Price, the Optionee shall pay to the Company in cash the full amount of
any federal, state, and local income, employment, or other withholding taxes
applicable to the taxable income of such Optionee resulting from such exercise;
provided, however, that in the discretion of the Committee any Stock Option
Agreement may provide that all or any portion of such tax obligations, together
with additional taxes not exceeding the actual additional taxes to be owed by
the Optionee as a result of such exercise, may, upon the irrevocable election of
the Optionee, be paid by tendering to the Company whole shares of Stock duly
endorsed for transfer and owned by the Optionee, or by authorization to the
Company to withhold shares of Stock otherwise issuable upon exercise of the
Option, in either case in that number of shares



                                       10
<PAGE>   14


having a Fair Market Value on the date of exercise equal to the amount of such
taxes thereby being paid, and subject to such restrictions as to the approval
and timing of any such election as the Committee may from time to time determine
to be necessary or appropriate to satisfy the conditions of the exemption set
forth in Rule 16b-3 under the Exchange Act, if such rule is applicable.

                  (e)      The holder of an Option shall not have any of the
rights of a shareholder with respect to the shares of Stock subject to the
Option until such shares have been issued and transferred to the Optionee upon
the exercise of the Option.

         6.8      Reload Options.

                  (a)      The Committee may specify in a Stock Option Agreement
(or may otherwise determine in its sole discretion) that a Reload Option shall
be granted, without further action of the Committee, (i) to an Optionee who
exercises an Option (including a Reload Option) by surrendering shares of Stock
in payment of amounts specified in Sections 6.7(c) or 6.7(d) hereof, (ii) for
the same number of shares as are surrendered to pay such amounts, (iii) as of
the date of such payment and at an Exercise Price equal to the Fair Market Value
of the Stock on such date, and (iv) otherwise on the same terms and conditions
as the Option whose exercise has occasioned such payment, except as provided
below and subject to such other contingencies, conditions, or other terms as the
Committee shall specify at the time such exercised Option is granted; provided,
that the Committee may require that the shares surrendered in payment as
provided above must have been held by the Optionee for at least six months prior
to such surrender.

                  (b)      Unless provided otherwise in the Stock Option
Agreement, a Reload Option may not be exercised by an Optionee (i) prior to the
end of a one-year period from the date that the Reload Option is granted, and
(ii) unless the Optionee retains beneficial ownership of the shares of Stock
issued to such Optionee upon exercise of the Option referred to above in Section
6.8(a)(i) for a period of one year from the date of such exercise.

         6.9      Nontransferability of Option. Other than as provided below, no
Option shall be transferable by an Optionee other than by will or the laws of
descent and distribution or, in the case of non-Incentive Stock Options,
pursuant to a Qualified Domestic Relations Order, and, during the lifetime of an
Optionee, Options shall be exercisable only by such Optionee (or by such
Optionee's guardian or legal representative, should one be appointed). However,
a Non-Incentive Stock Option may, in connection with the Optionee's estate plan,
be assigned in whole or in part during Optionee's lifetime to one or more
members of the Optionee's immediate family or to a trust established for the
exclusive benefit of one or more such family members. The assigned portion shall
be exercisable only by the person or persons who acquire a proprietary interest
in the Option pursuant to such assignment. The terms applicable to the assigned
portion shall be the same as those in effect for this Option immediately prior
to such assignment and shall be set forth in such documents issued to the
assignee as the Committee may deem appropriate.



                                       11
<PAGE>   15


         6.10     Termination of Employment or Service. The Committee shall have
the power to specify the effect upon an Optionee's right to exercise an Option
upon termination of such Optionee's employment or service under various
circumstances, which effect may include immediate or deferred termination of
such Optionee's rights under an Option, or acceleration of the date at which an
Option may be exercised in full. Unless a Stock Option Agreement specifically
provides otherwise, in the event the recipient of an Option is terminated from
his or her employment or other service to the Company or its subsidiaries for
Cause, Options, whether vested or unvested, granted to such person shall
terminate immediately and shall not thereafter be exercisable.

         6.11     Employment Rights. Nothing in the Plan or in any Stock Option
Agreement shall confer on any person any right to continue in the employ of the
Company or any of its Subsidiaries, or shall interfere in any way with the right
of the Company or any of its Subsidiaries to terminate such person's employment
at any time.

         6.12     Certain Successor Options. To the extent not inconsistent with
the terms, limitations and conditions of Code section 422 and any regulations
promulgated with respect thereto, an Option issued in respect of an option held
by an employee to acquire stock of any entity acquired, by merger or otherwise,
by the Company (or any Subsidiary of the Company) may contain terms that differ
from those stated in this Article VI, but solely to the extent necessary to
preserve for any such employee the rights and benefits contained in such
predecessor option, or to satisfy the requirements of Code section 424(a).

         6.13     Effect of a Corporate Transaction. All Options, to the extent
outstanding at the time of a Corporate Transaction but not otherwise fully
exercisable, shall automatically accelerate so that the Options shall,
immediately prior to the effective date of the Corporate Transaction, become
exercisable for all shares at the time subject to such Options and may be
exercised for any or all of those shares as fully vested shares of Stock.

         6.14     Forfeiture by Order of Regulatory Agency. If the Company's or
any of its financial institution Subsidiaries' capital falls below the minimum
requirements contained in 12 CFR 3 or below a higher requirement as determined
by the Company's or such Subsidiary's primary bank regulatory agency, such
agency may direct the Company to require Optionees to exercise or forfeit some
or all of their Options. All options granted under this Plan are subject to the
terms of any such directive.

                                   ARTICLE VII
                               STOCK CERTIFICATES

         The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted hereunder
or any portion thereof prior to fulfillment of all of the following conditions:

         (a)      The admission of such shares to listing on all stock exchanges
on which the Stock is then listed;



                                       12
<PAGE>   16


         (b)      The completion of any registration or other qualification of
such shares which the Committee shall deem necessary or advisable under any
federal or state law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body;

         (c)      The obtaining of any approval or other clearance from any
federal or state governmental agency or body which the Committee shall determine
to be necessary or advisable; and

         (d)      The lapse of such reasonable period of time following the
exercise of the Option as the Board from time to time may establish for reasons
of administrative convenience.

         Stock certificates issued and delivered to Optionees shall bear such
restrictive legends as the Company shall deem necessary or advisable pursuant to
applicable federal and state securities laws. The inability of the Company to
obtain approval from any regulatory body having authority deemed by the Company
to be necessary to the lawful issuance and sale of any Stock pursuant to Options
shall relieve the Company of any liability with respect to the non-issuance or
sale of the Stock as to which such approval shall not have been obtained.
However, the Company shall use its best efforts to obtain all such approvals.


                                  ARTICLE VIII
                            TERMINATION AND AMENDMENT

         8.1      Termination and Amendment. The Board may at any time terminate
the Plan; provided, however, that the Board (unless its actions are approved or
ratified by the shareholders of the Company within twelve months of the date
that the Board amends the Plan) may not amend the Plan to:

                  (a)      Increase the total number of shares of Stock issuable
pursuant to Incentive Stock Options under the Plan, except as contemplated in
Section 5.2 hereof; or

                  (b)      Change the class of employees eligible to receive
Incentive Stock Options that may participate in the Plan.

         8.2      Effect on Optionee's Rights. No termination, amendment, or
modification of the Plan shall affect adversely a Optionee's rights under a
Stock Option Agreement without the consent of the Optionee or his legal
representative.



                                       13
<PAGE>   17


                                   ARTICLE IX
                    RELATIONSHIP TO OTHER COMPENSATION PLANS

         The adoption of the Plan shall not affect any other stock option,
incentive, or other compensation plans in effect for the Company or any of its
Subsidiaries; nor shall the adoption of the Plan preclude the Company or any of
its Subsidiaries from establishing any other form of incentive or other
compensation plan for employees or Directors of the Company or any of its
Subsidiaries.


                                    ARTICLE X
                                  MISCELLANEOUS

         10.1     Replacement or Amended Grants. At the sole discretion of the
Committee, and subject to the terms of the Plan, the Committee may modify
outstanding Options or accept the surrender of outstanding Options and grant new
Options in substitution for them. However no modification of an Option shall
adversely affect a Optionee's rights under a Stock Option Agreement without the
consent of the Optionee or his legal representative.

         10.2     Forfeiture for Competition. If a Optionee provides services to
a competitor of the Company or any of its Subsidiaries, whether as an employee,
officer, director, independent contractor, consultant, agent, or otherwise, such
services being of a nature that can reasonably be expected to involve the skills
and experience used or developed by the Optionee while an Employee, then that
Optionee's rights under any Options outstanding hereunder shall be forfeited and
terminated subject in each case to a determination to the contrary by the
Committee.

         10.3     Leave of Absence. Unless provided otherwise in a particular
Stock Option Agreement, the following provisions shall apply upon an Optionee's
commencement of an authorized leave of absence:

         (a)      The exercise schedule in effect for such Option shall be
frozen as of the first day of the authorized leave, and the Option shall not
become exercisable for any additional installments of shares of Stock during the
period Optionee remains on such leave.

         (b)      Should the Optionee resume active Employee status within 60
days after the start date of the authorized leave, Optionee shall, for purposes
of the applicable exercise schedule, receive service credit for the entire
period of such leave. If the Optionee does not resume active Employee status
within such 60-day period, then no service credit shall be given for the entire
period of such leave.

         (c)      If the Option is an Incentive Stock Option, then the following
additional provision shall apply:


                                       14
<PAGE>   18


                           If the leave of absence continues for more than three
         months, then the Option shall automatically convert to a Non-Incentive
         Stock Option under the Federal tax laws upon the expiration of such
         three-month period, unless the Optionee's reemployment rights are
         guaranteed by statute or written agreement. Following any such
         conversion of the Option, all subsequent exercises of the Option,
         whether effected before or after Optionee's return to active Employee
         status, shall result in an immediate taxable event, and the Company
         shall be required to collect from Optionee the Federal, state and local
         income and employment withholding taxes applicable to such exercise.

         (d)      In no event shall the Option become exercisable for any
additional shares or otherwise remain outstanding if Optionee does not resume
Employee status prior to the Expiration Date of the option term.

         10.4     Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.

         10.5     Headings, etc., No Part of Plan. Headings of Articles and
Sections hereof are inserted for convenience and reference; they do not
constitute part of the Plan.

         10.6     Section 16 Compliance. With respect to Section 16 Insiders,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Committee fails to so comply, it
shall be deemed void to the extent permitted by law and deemed advisable by the
Committee. In addition, if necessary to comply with Rule 16b-3 with respect to
any grant of an Option hereunder, and in addition to any other vesting or
holding period specified hereunder or in an applicable Stock Option Agreement,
any Section 16 Insider acquiring an Option shall be required to hold either the
Option or the underlying shares of Stock obtained upon exercise of the Option
for a minimum of six months.



                                       15
<PAGE>   19


                                  EXHIBIT A to
                              New Commerce Bancorp
                           1999 Stock Incentive Plan -
                         Form of Stock Option Agreement


                              NEW COMMERCE BANCORP
                             STOCK OPTION AGREEMENT

         THIS STOCK OPTION AGREEMENT (this "Agreement"), entered into as of this
____ day of _______________, _____, by and between New Commerce Bancorp, a South
Carolina corporation (the "Company"), and _________________ (the "Optionee").

         WHEREAS, on ________________________, the Board of Directors of the
Company adopted a Stock Incentive Plan known as the "New Commerce Bancorp 1999
Stock Incentive Plan" (the "Plan"), and recommended that the Plan be approved by
the Company's shareholders; and

         WHEREAS, the Committee has granted the Optionee a stock option to
purchase the number of shares of the Company's common stock as set forth below,
and in consideration of the granting of that stock option the Optionee intends
to remain in the employ of the Company; and

         WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option in accordance with the Plan.

         NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the mutual covenants contained herein,
the parties hereto agree as follows.

         1. Incorporation of Plan. This option is granted pursuant to the
provisions of the Plan and the terms and definitions of the Plan are
incorporated herein by reference and made a part hereof. A copy of the Plan has
been delivered to, and receipt is hereby acknowledged by, the Optionee.

         2. Grant of Option. Subject to the terms, restrictions, limitations and
conditions stated herein, the Company hereby evidences its grant to the
Optionee, not in lieu of salary or other compensation, of the right and option
(the "Option") to purchase all or any part of the number of shares of the
Company's Common Stock, no par value per share (the "Stock"), set forth on
Schedule A attached hereto and incorporated herein by reference. The Option
shall be exercisable in the amounts and at the time specified on Schedule A. The
Option shall expire and shall not be exercisable on the date specified on
Schedule A or on such earlier date as determined pursuant to Section 8, 9, or 10
hereof. Schedule A states whether the Option is intended to be an Incentive
Stock Option.



                                      A-1
<PAGE>   20


         3. Purchase Price. The price per share to be paid by the Optionee for
the shares subject to this Option (the "Exercise Price") shall be as specified
on Schedule A, which price shall be an amount not less than the Fair Market
Value of a share of Stock as of the Date of Grant (as defined in Section 11
below).

         4. Exercise Terms. The Optionee must exercise the Option for at least
the lesser of 100 shares or the number of shares of Purchasable Stock as to
which the Option remains unexercised. In the event this Option is not exercised
with respect to all or any part of the shares subject to this Option prior to
its expiration, the shares with respect to which this Option was not exercised
shall no longer be subject to this Option.

         5. Nontransferability of Option. Other than as provided below, no
Option shall be transferable by Optionee other than by will or the laws of
descent and distribution or, in the case of non-Incentive Stock Options,
pursuant to a Qualified Domestic Relations Order, and, during the lifetime of
Optionee, Options may be exercised only by Optionee (or by Optionee's guardian
or legal representative, should one be appointed). However, a Non-Incentive
Stock Option may, in connection with Optionee's estate plan, be assigned in
whole or in part during Optionee's lifetime to one or more members of Optionee's
immediate family or to a trust established for the exclusive benefit of one or
more such family members. The assigned portion shall be exercisable only by the
person or persons who acquire a proprietary interest in the Option pursuant to
such assignment. The terms applicable to the assigned portion shall be the same
as those in effect for this Option immediately prior to such assignment and
shall be set forth in such documents issued to the assignee as the stock
incentive committee of the board of directors of the Company may deem
appropriate.

         6. Notice of Exercise of Option. This Option may be exercised by the
Optionee, or by the Optionee's administrators, executors or personal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule B) signed by the Optionee, or by such
administrators, executors or personal representatives, and delivered or mailed
to the Company as specified in Section 14 hereof to the attention of the
President, the Chief Operating Officer or such other officer as the Company may
designate. Any such notice shall (a) specify the number of shares of Stock which
the Optionee or the Optionee's administrators, executors or personal
representatives, as the case may be, then elects to purchase hereunder, (b)
contain such information as may be reasonably required pursuant to Section 12
hereof, and (c) be accompanied by (i) a certified or cashier's check payable to
the Company in payment of the total Exercise Price applicable to such shares as
provided herein, (ii) shares of Stock owned by the Optionee and duly endorsed or
accompanied by stock transfer powers having a Fair Market Value equal to the
total Exercise Price applicable to such shares purchased hereunder, or (iii) a
certified or cashier's check accompanied by the number of shares of Stock whose
Fair Market Value when added to the amount of the check equals the total
Exercise Price applicable to such shares purchased hereunder. Upon receipt of
any such notice and accompanying payment, and subject to the terms hereof, the
Company agrees to issue to the Optionee or the Optionee's administrators,
executors or personal representatives, as the case may be, stock certificates
for the number of shares specified in such notice registered in the name of the
person exercising this Option.



                                      A-2
<PAGE>   21


         7. Adjustment in Option. The number of Shares subject to this Option,
the Exercise Price and other matters are subject to adjustment during the term
of this Option in accordance with Section 5.2 of the Plan.

         8.  Termination of Employment.

         (a) Except as otherwise specified in Schedule A hereto, in the event of
the termination of the Optionee's employment with the Company or any of its
Subsidiaries, other than a termination that is either (i) for cause, (ii)
voluntary on the part of the Optionee and without written consent of the
Company, or (iii) for reasons of death or disability or retirement, the Optionee
may exercise this Option at any time within 30 days after such termination to
the extent of the number of shares which were Purchasable hereunder at the date
of such termination.

         (b) Except as specified in Schedule A attached hereto, in the event of
a termination of the Optionee's employment that is either (i) for cause or (ii)
voluntary on the part of the Optionee and without the written consent of the
Company, this Option, to the extent not previously exercised, shall terminate
immediately and shall not thereafter be or become exercisable.

         (c) Unless and to the extent otherwise provided in Exhibit A hereto, in
the event of the retirement of the Optionee at the normal retirement date as
prescribed from time to time by the Company or any Subsidiary, the Optionee
shall continue to have the right to exercise any Options for shares which were
Purchasable at the date of the Optionee's retirement provided that, on the date
which is three months after the date of retirement, the Options will become void
and unexercisable unless on the date of retirement the Optionee enters into a
noncompete agreement with New Commerce Bancorp and continues to comply with such
noncompete agreement. This Option does not confer upon the Optionee any right
with respect to continuance of employment by the Company or by any of its
Subsidiaries. This Option shall not be affected by any change of employment so
long as the Optionee continues to be an employee of the Company or one of its
Subsidiaries.

         9. Disabled Optionee. In the event of termination of employment because
of the Optionee's Permanent and Total Disability, the Optionee (or his or her
personal representative) may exercise this Option, within a period ending on the
earlier of (a) the last day of the one year period following the Optionee's
death or (b) the expiration date of this Option, to the extent of the number of
shares which were Purchasable hereunder at the date of such termination.

         10. Death of Optionee. Except as otherwise set forth in Schedule A with
respect to the rights of the Optionee upon termination of employment under
Section 8(a) above, in the event of the Optionee's death while employed by the
Company or any of its Subsidiaries or within three months after a termination of
such employment (if such termination was neither (i) for cause nor (ii)
voluntary on the part of the Optionee and without the written consent of the
Company), the appropriate persons described in Section 6 hereof or persons to
whom all or a portion of this Option is transferred in accordance with Section 5
hereof may exercise this



                                      A-3
<PAGE>   22


Option at any time within a period ending on the earlier of (a) the last day of
the one year period following the Optionee's death or (b) the expiration date of
this Option. If the Optionee was an employee of the Company at the time of
death, this Option may be so exercised to the extent of the number of shares
that were Purchasable hereunder at the date of death. If the Optionee's
employment terminated prior to his or her death, this Option may be exercised
only to the extent of the number of shares covered by this Option which were
Purchasable hereunder at the date of such termination.

         11. Date of Grant. This Option was granted by the Committee on the date
set forth in Schedule A (the "Date of Grant").

         12. Compliance with Regulatory Matters. The Optionee acknowledges that
the issuance of capital stock of the Company is subject to limitations imposed
by federal and state law and the Optionee hereby agrees that the Company shall
not be obligated to issue any shares of Stock upon exercise of this Option that
would cause the Company to violate law or any rule, regulation, order or consent
decree of any regulatory authority (including without limitation the Securities
and Exchange Commission) having jurisdiction over the affairs of the Company.
The Optionee agrees that he or she will provide the Company with such
information as is reasonably requested by the Company or its counsel to
determine whether the issuance of Stock complies with the provisions described
by this Section 12.

         13. Restriction on Disposition of Shares. The shares purchased pursuant
to the exercise of an Incentive Stock Option shall not be transferred by the
Optionee except pursuant to the Optionee's will, or the laws of descent and
distribution, until such date which is the later of two years after the grant of
such Incentive Stock Option or one year after the transfer of the shares to the
Optionee pursuant to the exercise of such Incentive Stock Option.

         14. Forfeiture by Order of Regulatory Agency. If the Company's or any
of its financial institution Subsidiary's capital falls below the minimum
requirements contained in 12 CFR 3 or below a higher requirement as determined
by the Company's or such Subsidiary's primary regulatory agency, such agency may
direct the Company to require Optionee to exercise or forfeit some or all of his
or her Options. All options granted under this Agreement are subject to the
terms of any such directive.

         15.  Miscellaneous.

         (a) This Agreement shall be binding upon the parties hereto and their
representatives, successors and assigns.

         (b) This Agreement is executed and delivered in, and shall be governed
by the laws of, the State of South Carolina.

         (c) Any requests or notices to be given hereunder shall be deemed
given, and any elections or exercises to be made or accomplished shall be deemed
made or accomplished, upon actual delivery thereof to the designated recipient,
or three days after deposit thereof in the United States mail, registered,
return receipt requested and postage prepaid, addressed, if



                                      A-4
<PAGE>   23


to the Optionee, at the address set forth below and, if to the Company, to the
executive offices of the Company at _____________________, or at such other
addresses that the parties provide to each other in accordance with the notice
requirements hereof.

         (d) This Agreement may not be modified except in writing executed by
each of the parties hereto.

         IN WITNESS WHEREOF, the Committee has caused this Stock Option
Agreement to be executed on behalf of the Company, and the Optionee has executed
this Stock Option Agreement, all as of the day and year first above written.

NEW COMMERCE BANCORP                        OPTIONEE


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


                                      A-5




<PAGE>   24


                                   SCHEDULE A
                                       TO
                             STOCK OPTION AGREEMENT
                                     BETWEEN
                              NEW COMMERCE BANCORP
                                       AND

                          ----------------------------


                            Dated:
                                   -------------


1. Number of Shares Subject to Option: _____________________  Shares.

2. This Option (Check one) [ ] is [ ] is not an Incentive Stock Option.

3. Option Exercise Price:  $_______________ per Share.

4. Date of Grant:  ___________________

5. Option Vesting Schedule:

                  Check one:

                  (  )     Options are exercisable with respect to all shares on
                           or after the date hereof

                  (  )     Options are exercisable with respect to the number of
                           shares indicated below on or after the date indicated
                           next to the number of shares:

                           No. of Shares                    Vesting Date
                           -------------                    ------------



<PAGE>   25


6. Option Exercise Period:

                  Check One:

                  (  )     All options expire and are void unless exercised on
                           or before _______________, 19 .

                  (  )     Options expire and are void unless exercised on or
                           before the date indicated next to the number of
                           shares:

                           No. of Shares                  Expiration Date
                           -------------                  ---------------



7. Effect of Termination of Employment of Optionee (if different from that set
   forth in Sections 8 and 10 of the Stock Option Agreement):



<PAGE>   26


                                   SCHEDULE B

                               NOTICE OF EXERCISE


         The undersigned hereby notifies New Commerce Bancorp (the "Company") of
this election to exercise the undersigned's stock option to purchase ___________
shares of the Company's common stock pursuant to the Stock Option Agreement (the
"Agreement") between the undersigned and the Company dated
_______________________, 19____. Accompanying this Notice is (1) a certified or
a cashier's check in the amount of $_______________ payable to the Company,
and/or (2) _______________ shares of the Company's common stock presently owned
by the undersigned and duly endorsed or accompanied by stock transfer powers,
having an aggregate Fair Market Value (as defined in the New Commerce Bancorp
1999 Stock Incentive Plan) as of the date hereof of $________________, such
amounts being equal, in the aggregate, to the purchase price per share set forth
in Section 3 of the Agreement multiplied by the number of shares being purchased
hereby (in each instance subject to appropriate adjustment pursuant to Section
5.2 of the New Commerce Bancorp 1999 Stock Incentive Plan).

         IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_______ day of _________________, ______.

                                         OPTIONEE [OR OPTIONEE'S ADMINISTRATOR,
                                         EXECUTOR OR PERSONAL REPRESENTATIVE]



                                         ---------------------------------------
                                         Name:
                                         Position (if other than Optionee):