EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of this 4th
day of  February,  2000  by and  between  Upstate  Bancshares  Corporation  (the
"Company"), and Marvin Boyd ("Employee").

     WHEREAS the  Company  wishes to employ  Employee  under the terms set forth
herein;

     WHEREAS  Employee  wishes to be employed by the Company under the terms set
forth herein;

     NOW THEREFORE,  in consideration of the respective covenants and agreements
of the parties herein contained,  and intending to be legally bound hereby,  the
Company and Employee agree as follows:

     1.   Definitions.   The  following  terms  shall  have  the   corresponding
definitions when used herein:

     Cause.  Cause shall mean Poor Job  Performance,  fraud,  gross  negligence,
dereliction of duties,  intentional  misconduct,  intentional material damage to
the  property or business of the  Company,  or the  commission  of a felony (for
which the Company only needs to have reasonable  grounds for its belief).  Cause
shall also arise if applicable  regulatory  authorities fail to confirm Employee
as President  and Chief  Executive  Officer of the Company or issues a directive
prohibiting  Employee from serving as President and Chief  Executive  Officer of
the Company.
     Confidential Information.  Confidential Information shall mean all business
and other  information  relating to the  business of the Company or the Company,
including without limitation, technical or nontechnical data, programs, methods,
techniques,  financial data, financial plans, product plans, and lists of actual
or potential  customers,  which (i) derives economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other Persons,  and (ii) is the subject of efforts that are reasonable
under the  circumstances  to  maintain  its  secrecy  or  confidentiality.  Such
information and compilations of information  shall be  contractually  subject to
protection under this Agreement  whether or not such  information  constitutes a
trade secret or proprietary  information and is separately protectable at law or
in equity as a trade secret or proprietary information. Confidential Information
does not include  confidential  business information which does not constitute a
trade secret under  applicable law two years after any expiration or termination
of this Agreement.
     Disabled or Disability. Disabled or Disability shall mean the sufferance or
contraction  by Employee of an illness or other  injury  which,  with or without
reasonable  accommodation,  prevents him from performing the essential functions
of his job and duties as described herein for a consecutive  period of three (3)
months or more.  If there  should be any  dispute  between the parties as to the
Employee's  physical or mental  disability at any time,  such question  shall be
settled by the majority opinion of three impartial reputable physicians,  one of
whom shall be selected by the Company, another by the Employee, and the third by
the two physicians selected by the Company and the Employee.  The certificate of
two such  physicians  as to the matter in dispute  shall be final and binding on
the parties.
     Person.   Person   shall  mean  any   individual,   corporation,   Company,
partnership,   joint   venture,   association,   joint-stock   company,   trust,
unincorporated organization or other entity.

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<PAGE>

     Poor Job  Performance.  Poor Job  Performance  shall  mean the  failure  of
Employee to perform in accordance  with the standards  applicable to Employee as
reasonably established by the Board of Directors of the Company.

     2. EMPLOYMENT. The Company hereby agrees to employ Employee, subject to the
terms and conditions  contained  herein,  in the capacity of President and Chief
Executive Officer.  Employee hereby agrees to serve the Company in such capacity
upon the terms and  conditions  contained  herein.  The Company hereby agrees to
provide  Employee  with  office   facilities,   personnel  and  other  amenities
reasonably  necessary  to perform his duties  hereunder.  On or before  March 1,
2000,  Employee  agrees to become a  resident  of (and  principally  reside  in)
Greenville  County or  Spartanburg  County.  The  Company  also  agrees to cause
Employee to be appointed  President and Chief Executive Officer of the Company's
subsidiary bank.

     The Company agrees to nominate  Employee as part of  management's  slate to
serve on the Board of Directors  of the Company,  such service to be on the same
terms as outside directors.

     3. TERM. This Agreement  shall have a term of three years  commencing as of
the date hereof.

     4.  EMPLOYEE  RESPONSIBILITIES.  Employee  agrees  during  the  term of his
employment  hereunder to devote all of his business  time,  attention and energy
(other than an minor amount of time to passive  investments and similar matters)
to the business of the Company and to use his best efforts, skills and abilities
to promote the  Company's  business  and  interests  and to perform  such duties
consistent with the position to which he has been appointed.

     5.  COMPENSATION.  The Company shall pay Employee and Employee shall accept
from the Company the  compensation  set forth below in full payment for services
rendered by him hereunder,  including,  without  limitation,  all services as an
officer of the Company or any of its affiliates.
     (a) The Company  shall pay to Employee,  as base pay, a salary at an annual
rate of  $75,000,  which  amount  will be  increased  a minimum  of 7% per year.
(However,  this shall not preclude the directors from increasing the base salary
in excess of the 7%.) Such  compensation  shall be  payable in  accordance  with
customary payroll practices of the Company (but not less often than monthly).
     (b) The Company may pay Employee such bonuses as shall be determined solely
by the Company's  Board of Directors  based on its  assessment of Employee's job
performance. Notwithstanding the foregoing:
     (i)  on the second  anniversary  hereof,  the Company  shall pay Employee a
          bonus  equal to 5% of the  Company's  net income in the four  quarters
          immediately preceding such second anniversary so long as (x) the ratio
          of the Company's nonperforming assets to total loans is less than 1.0%
          and (y) the Company's principal banking subsidiary has a CAMELS rating
          of 2 or better; and
     (ii) on the third  anniversary  hereof,  the Company  shall pay  Employee a
          bonus  equal to 5% of the  Company's  net income in the four  quarters
          immediately  preceding such third anniversary so long as (x) the ratio
          of the  Company's  nonperforming  assets  to total  loans is less than
          1.25% and (y) the Company's  principal banking subsidiary has a CAMELS
          rating of 2 or better; and
     (c) Employee  shall be paid a car allowance of $400 per month for the first
year of the term of this Agreement and $500 per month thereafter.
     (d) The Company  shall  purchase  and  maintain a $300,000  life  insurance
policy on Employee, naming as beneficiary, the person of Employee's choosing.

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     (e)  Employee  shall  be  entitled  to such  employee  benefits  (including
insurance) and other  compensation as are applicable to other executive officers
of the Company who are similar to Employee in position and authority,  including
any welfare and pension benefit plans adopted by the Company.  The Company shall
reimburse  Employee  for all  payments  currently  being made by him pursuant to
COBRA, until such time as the Company shall establish its own benefit plans. The
parties agree to negotiate in good faith with a view toward the establishment by
January 2001 of a mutually  acceptable  retirement plan for Employee.  Until the
establishment  of a retirement  plan, the Company agrees to contribute  $400 per
month into a self-directed retirement plan of Employee's choice.
     (f) Upon the  completion  of the  Company's  initial  public  offering (the
"IPO"), the Company shall grant to Employee options to purchase 30,000 shares of
common stock having the terms set forth on Exhibit A.
     (g)   Employee   shall  be  entitled   to   reimbursement   of   reasonable
Company-related expenses.
     (h) Employee shall be paid a signing bonus of $5,000.

     6. VACATION. Employee shall be entitled to paid vacation of an aggregate of
three  weeks  (15  business  days)  during  the  first  year of the term of this
Agreement,  and four weeks (20 business  days)  thereafter;  provided  that such
vacation shall not interfere with the performance of his duties hereunder.

     7.  TERMINATION.  This Agreement  shall continue in effect for the term set
forth in Paragraph 3 unless:

     (a)  the parties  mutually agree to terminate  this Agreement  prior to the
          expiration of its term;
     (b)  Employee terminates his employment hereunder on 180 days' notice;
     (c)  Employee is terminated for Cause;
     (d)  Employee dies or becomes Disabled.  In the event that Employee becomes
          Disabled,  the  Company,  at its  option,  may at any time  thereafter
          terminate  this  Agreement by serving  ninety (90) days' prior written
          notice  thereof on Employee.  Employee's  rights under this  Agreement
          shall  terminate  and come to an end  upon the date set  forth in said
          notice as if such date were the  termination  date of this  Agreement.
          However,  if prior to the date  specified in such  notice,  Employee's
          illness or incapacity  shall have been  terminated  such that he is no
          longer  Disabled  and Employee  shall have taken up and is  performing
          such duties on a full-time basis, Employee shall be entitled to resume
          employment hereunder as though such notice had not been given.

The Company shall give Employee at least 360 days prior notice of its intent not
to renew this Agreement at the end of its three year term. If such notice is not
given,  this Agreement shall  automatically  renew for an additional  three year
period on the same terms in effect at the end of its initial term.

     8. EFFECT OF TERMINATION.  Except as otherwise  provided in this Agreement,
upon the termination of Employee's employment  hereunder,  Employee shall not be
entitled to receive any further  compensation  other than accrued benefits under
Company variable  compensation or pension plans, if any, and shall be completely
relieved of his positions with the Company,  its  subsidiaries  and  affiliates,

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including any offices or  directorships  in such entities which Employee  holds;
provided,  however,  that this provision shall not relieve either party from its
obligations hereunder or liability in the event of a breach of such provisions.

     9. CONFIDENTIALITY. Employee will not at any time either during the term of
this Agreement or thereafter, except as authorized by the Company or required by
applicable  law,  divulge,  furnish  or make  accessible  to any  person,  firm,
corporation or other entity any Confidential Information.

     10.  RETURN  OF  INFORMATION.   Employee,   upon  the  termination  of  his
employment,  irrespective  of the  time,  manner  or cause of  termination  will
surrender and deliver to the Company all lists, books, records and data of every
kind relating to or in connection with the customers and business of the Company
and/or  any  subsidiary  or  affiliate  of the  Company  group and all  property
belonging to the Company and/or any subsidiary or affiliate of the Company which
are in his possession or under his control.

     11. IRREPARABLE INJURY.  Employee acknowledges that his compliance with his
duties and obligations  hereunder is necessary to protect the goodwill and other
proprietary  interests  of the  Company  and the  purposes  and  essence of this
Agreement.  Employee  acknowledges  that a breach of his duties and  obligations
hereunder  will result in irreparable  and continuing  damage to the Company for
which there will be no adequate  remedy at law; and agrees that, in the event of
any breach of any of the aforesaid duties and  obligations,  the Company and its
successors  and assigns shall be entitled to equitable  relief and to such other
and further relief as may be proper.

     12.  ASSIGNABILITY.  Employee recognizes that this Agreement is personal to
the Company  and none of  Employee's  obligations  under this  Agreement  may be
assigned  or  delegated  by him.  The  Company  may assign all of its rights and
obligations  hereunder  by  operation  of  law  or  upon  the  sale  of  all  or
substantially all of its assets and business, and it shall be a condition of any
such  assignment  that the  purchaser  agree to assume  all  obligations  of the
Company hereunder. The Company may also assign all of its rights and obligations
hereunder to its principal banking subsidiary.

     13. SUCCESSORS TO THE COMPANY.  Except as otherwise  provided herein,  this
Agreement  shall be binding upon and inure to the benefit of the Company and any
successor of the Company,  including,  without  limitation,  any  corporation or
corporations  acquiring  directly or indirectly all or substantially  all of the
assets of the Company whether by merger,  consolidation,  sale or otherwise (and
such successor shall thereafter be deemed "the Company" for the purposes of this
Agreement).

     14.  NOTICES.  All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been duly given when  delivered  personally,
or as shown by other reasonable proof of receipt:

         To Employee:      Marvin Boyd
                           ___________________________
                           ___________________________

         To Company:       ___________________________
                           ___________________________
                           ___________________________


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<PAGE>
     15. MISCELLANEOUS. This Agreement constitutes the whole agreement among the
parties and shall be construed in accordance with the laws of the State of South
Carolina.  No  variation  hereof and no  discharge  of the terms hereof shall be
deemed valid except as in writing and signed by the parties hereto. No waiver by
the  Company  or  Employee  of any  breach by  Employee  or the  Company  of any
provision or condition of this  Agreement by him or it to be performed  shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
any prior or any  subsequent  time. In the event any provision of this Agreement
shall be deemed to be invalid or void under any  applicable  law, the  remaining
provisions hereof shall not be affected thereby and shall continue in full force
and effect.

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<PAGE>


     IN WITNESS WHEREOF, this Agreement is executed as of the day and year first
above written.


Witness                                     Security Bancshares, Inc.


________________________            By:     /s/
                                               Chairman



Witness                                     MARVIN BOYD


________________________                    /s/ Marvin Boyd
                                            An Individual


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                        EXHIBIT A - Description of Option

Number and Type:  Option to purchase 30,000 shares of Company common stock.  The
     options  may be either  incentive  stock  options  or  non-incentive  stock
     options (within the  contemplation of the Internal Revenue Code of 1986, as
     amended) at the election of Employee.

Exercise Price: $10 per share

Term: 10 years from the date of grant

Vesting: 1/3 on each of the first, second and third anniversaries of the date of
     grant so long as Employee  is  employed  by Company on such  anniversaries;
     provided,  that 10,000  options  shall not vest and shall be  canceled  if,
     during the quarter  immediately prior to the second anniversary of IPO, the
     (x) the ratio of the Company's  nonperforming assets to total loans is 1.0%
     or greater and (y) the Company's  principal banking subsidiary has a CAMELS
     rating of 3 or worse; provided,  further that 10,000 options shall not vest
     and shall be canceled if during the quarter  immediately prior to the third
     anniversary  of IPO,  if the (x) the ratio of the  Company's  nonperforming
     assets to total loans is 1.25% or greater and (y) the  Company's  principal
     banking  subsidiary has a CAMELS rating of 3 or worse. These options may be
     reclaimed  if the  Company's  ratio of  nonperforming  assets  to loans and
     CAMELS  rating are  brought  back  within the range  indicated  above for a
     period  of two  consecutive  quarters  during  the  two  years  immediately
     following the cancellation of options.

Termination:  In the  event  that  Employee's  employment  with the  Company  is
     terminated  for any reason  (including  death or  disability),  the options
     shall  be  exercisable  (or  reclaimable)  for a  period  of  three  months
     thereafter by Employee or his  representative,  but only to the extent that
     they were exercisable (or reclaimable) at the date of termination.

Assignability:  Not  assignable  except  pursuant  to the  laws of  descent  and
     distribution  or pursuant to the terms of a  qualified  domestic  relations
     order.

Other Matters: These options shall be evidenced by a written option grant having
     such  other  terms  as  are  typical  of  options  of  this  type  and  not
     inconsistent with the foregoing provisions of this Exhibit A.