10.7     
     New Commerce BanCorp Amended 1999 Stock Incentive Plan

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Exhbit 10.7

# NEW COMMERCE BANCORPAMENDED 1999 STOCK INCENTIVE
PLAN

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# NEW COMMERCE BANCORPAMENDED
1999 STOCK INCENTIVE PLAN

# TABLE OF CONTENTS

|                                                     | 
|---------------------------------------------------- | 
|ARTICLE I DEFINITIONS                                | 
|ARTICLE II THE PLAN                                  | 
|2.1    NAME                                          | 
|2.2    PURPOSE                                       | 
|2.3    EFFECTIVE DATE                                | 
|ARTICLE III PARTICIPANTS                             | 
|ARTICLE IV ADMINISTRATION                            | 
|4.1    DUTIES AND POWERS OF THE COMMITTEE            | 
|4.2    INTERPRETATION; RULES                         | 
|4.3    NO LIABILITY                                  | 
|4.4    MAJORITY RULE                                 | 
|4.5    COMPANY ASSISTANCE                            | 
|ARTICLE V SHARES OF STOCK SUBJECT TO PLAN            | 
|5.1    LIMITATIONS                                   | 
|5.2    ANTIDILUTION                                  | 
|ARTICLE VI OPTIONS                                   | 
|6.1    TYPES OF OPTIONS GRANTED                      | 
|6.2    OPTION GRANT AND AGREEMENT                    | 
|6.3    OPTIONEE LIMITATIONS                          | 
|6.4    $100,000 LIMITATION                           | 
|6.5    EXERCISE PRICE                                | 
|6.6    EXERCISE PERIOD                               | 
|6.7    OPTION EXERCISE                               | 
|6.8    RELOAD OPTIONS                                | 
|6.9    NONTRASFERABILITY OF OPTION                   | 
|6.10    TERMINATION OF EMPLOYMENT OR SERVICE         | 
|6.11    EMPLOYMENT RIGHTS                            | 
|6.12    CERTAIN SUCCESSOR OPTIONS                    | 
|6.13    EFFECT OF A CORORATE TRANSACTION             | 
|6.14    FORFEITURE BY ORDER OF REGULATORY AGENCY     | 
|ARTICLE VII  STOCK CERTIFICATES                      | 
|ARTICLE VIII TERMINATION AND AMENDMENT               | 
|8.1    TERMINATION AND AMENDMENT                     | 
|8.2    EFFECT ON GRANTEE'S RIGHTS                    | 
|ARTICLE IX RELATIONSHIP TO OTHER COMPENSATION PLANS  | 
|ARTICLE X  MISCELLANEOUS                             | 
|10.1    REPLACEMENT OR AMENDMENT GRANTS              | 
|10.2    FORFEITURE FOR COMPETITION                   | 
|10.3    LEAVE OF ABSENCE                             | 
|10.4    PLAN BINDING ON SUCCESSORS                   | 
|10.5    HEADINGS, ETC., NO PART OF PLAN              | 
|10.6    SECTION 16 COMPLIANCE                        | 
|EXHIBIT A TO NEW COMMERCE BANCORP AMENDED 1999 STOCK | 
|PLAN - FORM OF STOCK OPTION AGREEMENT                | 
|SCHEDULE A                                           | 
|SCHEDULE B                                           | 

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# NEW COMMERCE BANCORPAMENDED 1999
STOCK INCENTIVE PLAN

# ARTICLE IDEFINITIONS

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 Amended 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 IITHE PLAN

2.1  
Name.  This Plan shall be known as "New Commerce BanCorp Amended 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 became effective on August 26, 1999, and was amended by
the Board of Directors at a meeting held on January 20, 2004, and shall be approved by the
shareholders at the 2004 Annual Meeting; provided, however, that if the shareholders of
the Company have not approved the Plan on or prior to the first anniversary of

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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 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 IIIPARTICIPANTS

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

# ARTICLE IVADMINISTRATION

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

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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.

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 VSHARES 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 250,000. 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 250,000 (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

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terminated for any reason, and the shares subject to any such unexercised
portion may not be optioned to any other person.

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.

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(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 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 VIOPTIONS

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:

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

(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

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Option shall provide that such Option shall not be exercisable after ten years from the date of
grant (or modification) of the Option.

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

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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 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

11

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assignment and shall be set forth in such documents issued to the assignee as the
Committee may deem appropriate.

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.

12

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# ARTICLE VIISTOCK 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;

(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 VIIITERMINATION 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.

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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.

# ARTICLE IXRELATIONSHIP 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 XMISCELLANEOUS

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

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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:

| | 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.

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EXHIBIT A toNew Commerce BanCorp Amended
1999 Stock Incentive Plan -Form of Stock Option
Agreement





NEW COMMERCE BANCORPSTOCK
OPTION AGREEMENT

WHEREAS,
on ________________________, the Board of Directors of the Company adopted a Stock
Incentive Plan known as the New Commerce BanCorp Amended 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

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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

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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

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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

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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

A-5

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SCHEDULE ATO
STOCK OPTION AGREEMENTBETWEENNEW COMMERCE BANCORPAND_________________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 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

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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 inSections 8 and 10 of the Stock Option Agreement):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------

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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 Amended 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 Amended 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):