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                                                                   EXHIBIT 10.4

                              FIRST COMMUNITY BANK

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (this "Agreement") is made by and between
First Community Bank, N.A. (the "Employer"), a wholly owned subsidiary of First
Community Corporation (the "Company"), and David K. Proctor, an individual
resident of South Carolina (the "Employee"), as of this 2nd day of September,
2002 ("Effective Date").

                  The Employer presently employs the Employee as its Senior
Credit Officer and Senior Vice President. The Employer recognizes that the
Employee's contribution to the growth and success of the Employer is
substantial. The Employer desires to provide for the continued employment of the
Employee and to make certain changes in the Employee's employment arrangements
which the Employer has determined will reinforce and encourage the continued
dedication of the Employee to the Employer and will promote the best interests
of the Employer and the Company's shareholders. The Employee is willing to
continue to serve the Employer on the terms and conditions herein provided.

                  In consideration of the foregoing, the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree that on the Effective Date:

         1.       Employment. The Employer shall continue to employ the
Employee, and the Employee shall continue to serve the Employer, as Senior
Credit Officer and a Senior Vice President upon the terms and conditions set
forth herein. The Employee shall have such authority and responsibilities as are
consistent with his position and which may be set forth in this Agreement or
assigned by the Board of Directors of the Employer (the "Board of Directors")
from time to time. The Employee shall devote his full business time, attention,
skill and efforts to the performance of his duties hereunder, except during
periods of illness or periods of vacation and leaves of absence consistent with
the Employer's policy. The Employee may devote reasonable periods of time to
perform charitable and other community activities and to manage his personal
investments; provided, however, that such activities will not materially
interfere with the performance of his duties hereunder and will not be in
conflict or competitive with, or adverse to, the interests of the Employer.
Under no circumstances will the Employee work for any competitor or have any
financial interest in any competitor of the Employer; provided, however, that
the Employee may invest in up to 1% of the publicly-traded stock or securities
of any company whose stock or securities are traded on a national exchange.

         2.       Term. Unless earlier terminated as provided herein, the
Employee's employment under this Agreement shall commence on the date hereof and
be for a term (the "Term") of three years. At the end of each day of the Term,
the Term shall be extended for an additional day so

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that the remaining term shall continue to be three years; provided that the
Employee or the Employer may at any time, by written notice, fix the Term to a
finite term of three years commencing with the date of the notice, in which case
the Agreement shall continue through its remaining term but shall not be
extended absent written agreement by both the Employer and the Employee.

         3.       Compensation and Benefits.

                  a.       Initially, the Employer shall pay the Employee a
salary at a rate of $89,278.08 per annum. The Employer shall have the right to
increase or decrease this salary from time to time in accordance with the salary
payment practices of the Employer. The Board of Directors shall review the
Employee's salary at least annually and may increase or decrease the Employee's
base salary if it determines in its sole discretion that an increase or decrease
is appropriate.

                  b.       The Employee shall participate in any retirement,
welfare, deferred compensation, life and health insurance, and other benefit
plans or programs of the Employer now or hereafter applicable to the Employee or
applicable generally to employees of the Employer, as determined by the Board of
Directors.

                  c.       The Employer shall continue to reimburse the Employee
for reasonable travel and other expenses related to the Employee's duties which
are incurred and accounted for in accordance with the Employer's standard
business practices.

                  d.       The Employee shall be eligible to receive cash
bonuses based on the Employee's achievement of specified goals and criteria.
These goals and criteria may include both annual and long-term goals, may
provide for vesting over a specified time period, and shall be established
annually by the Human Resources Committee of the Board of Directors. For
purposes of this Agreement, a bonus shall not be deemed to be earned prior to
the date it is actually paid to the Employee except to the extent that the
Employer specifically provides otherwise in a writing delivered to the Employee.

         4.       Termination.

                  a.       The Employee's employment under this Agreement may be
terminated prior to the end of the Term only as follows:

                           (i)      upon the death of the Employee;

                           (ii)     upon the disability of the Employee for a
                                    period of 90 days which, in the opinion of
                                    the Board of Directors, renders him unable
                                    to perform the essential functions of his
                                    job and for which reasonable accommodation
                                    is unavailable. For purposes of this
                                    Agreement, a "disability" is defined as a
                                    physical or mental

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                                    impairment that substantially limits one or
                                    more major life activities, and a
                                    "reasonable accommodation" is one that does
                                    not impose an undue hardship on the
                                    Employer;

                           (iii)    upon the determination of Cause for
                                    termination, in which event such employment
                                    may be terminated by written notice at the
                                    election of the Employer. For purposes of
                                    this Agreement, "Cause" shall consist of any
                                    of (A) the commission by the Employee of a
                                    willful act (including, without limitation,
                                    a dishonest or fraudulent act) or a grossly
                                    negligent act, or the willful or grossly
                                    negligent omission to act by the Employee,
                                    which is intended to cause, causes, or is
                                    reasonably likely to cause material harm to
                                    the Employer (including harm to its business
                                    reputation); (B) the indictment of the
                                    Employee for the commission or perpetration
                                    by the Employee of any felony or any crime
                                    involving dishonesty, moral turpitude or
                                    fraud; (C) the material breach by the
                                    Employee of this Agreement that, if
                                    susceptible of cure, remains uncured ten
                                    days following written notice to the
                                    Employee of such breach; (D) the exhibition
                                    by the Employee of a standard of behavior
                                    within the scope of his employment that is
                                    materially disruptive to the orderly conduct
                                    of the Employer's business operations
                                    (including, without limitation, substance
                                    abuse or sexual misconduct) to a level
                                    which, in the Board of Directors' good faith
                                    and reasonable judgment, is materially
                                    detrimental to the Employer's best interest,
                                    that, if susceptible of cure, remains
                                    uncured ten days following written notice to
                                    the Employee of such specific inappropriate
                                    behavior; (E) the receipt of any form of
                                    notice, written or otherwise, that any
                                    regulatory agency having jurisdiction over
                                    the Employer intends to institute any form
                                    of formal or informal (e.g., a memorandum of
                                    understanding which relates to the
                                    Employee's performance) regulatory action
                                    against the Employee or the Employer if the
                                    Board of Directors determines that the
                                    subject matter of such action involves acts
                                    or omissions by or under the supervision of
                                    the Employee or that termination of the
                                    Employee would advance the Employer's
                                    compliance with the purpose of the action or
                                    would assist the Employer in avoiding or
                                    reducing the restrictions or adverse effects
                                    to the Employer related to the regulatory
                                    action; or (F) the failure of the Employee
                                    to render the services hereunder in
                                    accordance with an appropriate performance
                                    standard determined in the sole discretion
                                    of the Board of Directors;

                           (iv)     by the Employee for Good Reason upon
                                    delivery of a Notice of Termination to the
                                    Employer within a 90-day period beginning on

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                                    the 30th day after the occurrence of a
                                    Change in Control or within a 90-day period
                                    beginning on the one year anniversary of the
                                    occurrence of a Change in Control; or

                           (v)      by written notice by either the Employee or
                                    the Employer (termination "Without Cause").

                  b.       If the Employee's employment is terminated because of
the Employee's death, the Employee's estate shall receive any sums due him as
base salary and/or reimbursement of expenses through the end of the month during
which death occurred, plus any bonus earned or accrued under the Bonus Plan
through the date of death (including any amounts awarded for previous years but
which were not yet vested) and a pro rata share of any bonus with respect to the
current fiscal year which had been earned as of the date of the Employee's
death.

                  c.       During the period of any incapacity leading up to the
termination of the Employee's employment as a result of disability, the Employer
shall continue to pay the Employee his full base salary at the rate then in
effect and all perquisites and other benefits (other than any bonus) until the
Employee becomes eligible for benefits under any long-term disability plan or
insurance program applicable to the Employee (regardless of whether the policy
is maintained by the Employer), provided that the amount of any such payments to
the Employee shall be reduced by the sum of the amounts, if any, payable to the
Employee for the same period under such disability benefit or pension plan.
Furthermore, the Employee shall receive any bonus earned or accrued under the
Bonus Plan through the date of incapacity (including any amounts awarded for
previous years but which were not yet vested) and a pro rata share of any bonus
with respect to the current fiscal year which had been earned as of the date of
the Employee's incapacity. The Employee acknowledges that the Employer has made
available the opportunity for the Employee to obtain the Employee's own coverage
under a long-term disability plan or insurance program but that the Employer
currently does not maintain such a policy on behalf of the Employee.

                  d.       If the Employee's employment is terminated for Cause
as provided above, or if the Employee resigns (except for a termination of
employment for Good Reason pursuant to Section 4(a)(iv)), the Employee shall
receive any sums due him as base salary and/or reimbursement of expenses through
the date of such termination, but Employee will thereby forfeit any rights in
any unpaid bonus, including, without limitation, any bonus amounts awarded for
previous years which were not yet vested and any share of any bonus with respect
to the current fiscal year which had been earned as of the date of such
termination or resignation.

                  e.       If the Employee's employment is terminated Without
Cause, the Employer shall pay to the Employee severance compensation in an
amount equal to 100% of his then-current monthly base salary each month for
three months from the date of termination, plus any bonus earned or accrued
under the Bonus Plan through the date of termination and a

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pro rata share of any bonus with respect to the current fiscal year which had
been earned as of the date of the Employee's termination. However, Section 4(f)
shall apply instead of this Section 4(e) to any termination Without Cause after
a Change in Control.

                  f.       Upon a Change in Control, the Employee may terminate
his employment hereunder for any reason upon delivery of notice to the Employer
within a 90-day period beginning on the 30th day after the occurrence of a
Change in Control or within a 90-day period beginning on the one year
anniversary of the occurrence of a Change in Control. If the Employee terminates
his employment for Good Reason pursuant to Section 4(a)(iv) or if the Employer
terminates the Employee Without Cause after a Change in Control, in addition to
other rights and remedies available in law or equity, the restrictive covenants
contained in Section 9 shall not apply and, in addition, the Employee shall be
entitled to the following: (i) the Employer shall pay the Employee in cash
within 15 days of such termination date any sums due him as base salary and/or
reimbursement of expenses through the date of such termination, plus any bonus
earned or accrued under the Bonus Plan through the date of termination
(including any amounts awarded for previous years but which were not yet vested)
and a pro rata share of any bonus with respect to the current fiscal year which
had been earned as of the date of the Employee's termination (and any forfeiture
in other restrictive provisions applicable to each award shall not apply); and
(ii) the Employer shall pay the Employee in cash within 15 days of such
termination date one lump sum payment in an amount equal to two times the
Employee's then current annual base salary.

                  g.       With the exceptions of the provisions of this Section
4, and the express terms of any benefit plan under which the Employee is a
participant, upon termination of the Employee's employment, the Employer shall
have no obligation to the Employee for, and the Employee waives and
relinquishes, any further compensation or benefits (exclusive of COBRA
benefits). At the time of termination of employment, the Employee shall enter
into a form of release acknowledging such remaining obligations and discharging
the Employer, as well as the Employer's officers, directors and employees with
respect to their actions for or on behalf of the Employer, from any other claims
or obligations arising out of or in connection with the Employee's employment by
the Employer, including the circumstances of such termination.

                  h.       Notwithstanding Section 4(g) of this Agreement, if
the Employee's employment is terminated in accordance with Section 4(a)(iv) of
this Agreement, Employer shall at its expense continue for a period of two years
(the "Continuation Period") on behalf of Employee the benefits provided (x) to
Employee at any time during the 90-day period prior to the Change in Control or
at any time thereafter or (y) to other similarly situated employees who continue
in the employ of Employer during the Continuation Period. The coverage and
benefits (including deductibles and costs) provided during the Continuation
Period shall be no less favorable to Employee than the most favorable of such
coverages and benefits during any of the periods referred to in clauses (x) and
(y) above. Employer's obligation with respect to the foregoing benefits shall be
limited to the extent that Employee obtains any such benefits pursuant to a
subsequent employer's benefit plans, in which case Employer may reduce the
coverage of any benefits it is required to provide Employee as long as the
aggregate coverages and benefits of

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the combined benefit plans is no less favorable to Employee than the coverages
and benefits required to be provided under this provision. This section shall
not be interpreted so as to limit any benefits to which Employee may be entitled
under any of Employer's employee benefit plans, programs or practices following
Employee's termination of employment, including without limitation, retiree
medical and life insurance benefits. Employer shall not, by virtue of this
provision, be under any obligation to continue to maintain any particular plan
or program.

                  i.       In the event that the Employee's employment is
terminated for any reason and the Employee serves as a director of the Company,
the Employer, or any other subsidiary of the Company, the Employee shall (and
does hereby) tender his resignation from such positions effective as of the date
of termination.

                  j.       The parties intend that the severance payments and
other compensation provided for herein are reasonable compensation for the
Employee's services to the Employer and shall not constitute "excess parachute
payments" within the meaning of Section 280G(b) of the Internal Revenue Code of
1986 and any regulations thereunder. In the event that the Employer's
independent accountants acting as auditors for the Employer on the date of a
Change in Control determine that the payments provided for herein constitute
"excess parachute payments," then the Employee's compensation payable hereunder
shall be decreased, so as to equal an amount that is $1.00 less than three times
the Employee's "base amount," as that term is defined in Section 280G(b) of the
Internal Revenue Code, if, and only if, reducing the Employee's compensation
will put the Employee in a better after-tax position than if the Employee's
compensation was not reduced.

                  k.       Notwithstanding anything to the contrary herein, if
the Employee is suspended or temporarily prohibited from participating in the
conduct of the Employer's affairs by a notice served under section 8(e)(3) or
(g)(1) of Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(3) and (g)(1)), the
Employer's obligations under this Agreement shall be suspended as of the date of
service unless stayed by appropriate proceedings. If the charges in the notice
are dismissed, the Employer may in its discretion (i) pay the Employee all or
part of the compensation withheld while the obligations under this Agreement
were suspended and (ii) reinstate (in whole or in part) any of such obligations
which were suspended.

                  l.       Notwithstanding anything to the contrary herein, if
the Employee is removed or permanently prohibited from participating in the
conduct of the Employer's affairs by an order issued under section 8 (e)(4) or
(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) or (g)(1)),
all obligations of the Employee under this Agreement shall terminate as of the
effective date of the order, but any vested rights of the parties hereto shall
not be affected.

                  m.       Notwithstanding anything to the contrary herein, if
the Employer is in default (as defined in section 3(x)(1) of the Federal Deposit
Insurance Act), all obligations under this Agreement shall terminate as of the
date of default, but this paragraph (4)(m) shall not affect any vested rights of
the parties hereto.

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                  n.       Any payments made to the Employee pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

         5.       Ownership of Work Product. The Employer shall own all Work
Product arising during the course of the Employee's employment (prior, present
or future). For purposes hereof, "Work Product" shall mean all intellectual
property rights, including all Trade Secrets, U.S. and international copyrights,
patentable inventions, and other intellectual property rights, in any
programming, documentation, technology, work of authorship or other work product
that relates to the Employer, its business or its customers and that Employee
conceives, develops, or delivers to the Employer or that otherwise arises out of
the services provided by the Employee to the Employer hereunder, at any time
during his employment, during or outside normal working hours, in or away from
the facilities of the Employer, and whether or not requested by the Employer. If
the Work Product contains any materials, programming or intellectual property
rights that the Employee conceived or developed prior to, and independent of,
the Employee's work for the Employer, the Employee agrees to identify the
pre-existing items to the Employer, and the Employee grants the Employer a
worldwide, unrestricted, royalty-free right, including the right to sublicense
such items. The Employee agrees to take such actions and execute such further
acknowledgments and assignments as the Employer may reasonably request to give
effect to this provision.

         6.       Protection of Trade Secrets. The Employee agrees to maintain
in strict confidence and, except as necessary to perform his duties for the
Employer, the Employee agrees not to use or disclose any Trade Secrets of the
Employer or the Company during or after his employment. For the purposes hereof,
"Trade Secret" means information, including, without limitation, technical or
non-technical data, a formula, a pattern, a compilation, a program, a device, a
method, a technique, a process, a drawing, financial data, financial plans,
product plans, information on customers or a list of actual or potential
customers or suppliers, 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 who can obtain economic value from its disclosure or
use; and (ii) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.

         7.       Protection of Other Confidential Information. In addition, the
Employee agrees to maintain in strict confidence and, except as necessary to
perform his duties for the Employer, not to use or disclose any Confidential
Business Information of the Employer or the Company during his employment and
for a period of 24 months following termination of the Employee's employment.
"Confidential Business Information" shall mean any internal, non-public
information (other than Trade Secrets already addressed above) concerning the
Employer's or the Company's financial position and results of operations
(including revenues, assets, net income, etc.); annual and long-range business
plans; product or service plans; marketing plans and methods; training,
educational and administrative manuals; customer and supplier information and
purchase histories; and employee lists. The provisions of Sections 6

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and 7 above shall also apply to protect Trade Secrets and Confidential Business
Information of third parties provided to the Employer under an obligation of
secrecy.

         8.       Return of Materials. The Employee shall surrender to the
Employer, promptly upon its request and in any event upon termination of the
Employee's employment, all media, documents, notebooks, computer programs,
handbooks, data files, models, samples, price lists, drawings, customer lists,
prospect data, or other material of any nature whatsoever (in tangible or
electronic form) in the Employee's possession or control, including all copies
thereof, relating to the Employer, its business, or its customers. Upon the
request of the Employer, Employee shall certify in writing compliance with the
foregoing requirement.

         9.       Restrictive Covenants.

                  a.       No Solicitation of Customers. During the Employee's
employment with the Employer and for a period of 24 months thereafter, the
Employee shall not (except on behalf of or with the prior written consent of the
Employer), either directly or indirectly, on the Employee's own behalf or in the
service or on behalf of others, solicit or attempt to solicit Customers to
induce or encourage them to acquire or obtain from anyone other than the
Employer or its subsidiaries any product or service competitive with or
substitute for any of the Employer's Products. For purposes of this Section,
"Customer" refers to any person or group of persons with whom the Employee had
direct material contact with regard to the selling, delivery, or support of the
Employer's Products, including servicing such person's or group's account,
during the period of 12 months preceding the solicitation date. The "Employer's
Products" refers to the products and services that the Employer or any of its
subsidiaries or affiliates offered or sold within six months of the solicitation
date. This restriction does not apply after a Change in Control.

                  b.       No Recruitment of Personnel. During the Employee's
employment with the Employer and for a period of 24 months thereafter, the
Employee shall not, either directly or indirectly, on the Employee's own behalf
or in the service or on behalf of others, solicit or induce any employee of or
consultant to the Employer or any of its subsidiaries or affiliates to leave his
or her position with the Employer (or the subsidiary or affiliate), or recruit
or attempt to recruit such persons to accept employment or any other position
with another business. This restriction does not apply after a Change in
Control.

                  c.       Non-Competition Agreement. During the Employee's
employment with the Employer and for a period of 12 months thereafter, the
Employee shall not (without the prior written consent of the Employer) compete
with the Employer or any of its affiliates by, directly or indirectly, forming,
serving as an organizer, director or officer of, or consultant to, or acquiring
or maintaining more than a 1% passive investment in, a depository financial
institution or holding company therefor if such depository institution or
holding company has one or more offices or branches located within a radius of
ten miles from (i) the main office of the Employer

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or (ii) any branch office of the Employer. This restriction does not apply after
a Change in Control.

                  d.       Independent Provisions. The provisions in each of the
above Sections 9(a), 9(b), and 9(c) are independent, and the unenforceability of
any one provision shall not affect the enforceability of any other provision.

         10.      Successors; Binding Agreement. This Agreement shall be binding
upon and shall inure to the benefit of the Employer and its successors and
assigns. Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by the Employee, his beneficiaries or legal
representatives, except by will or by the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Employee's
legal personal representative.

         11.      Notice. For the purposes of this Agreement, notices and all
other communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, addressed to the respective
addresses last given by each party to the other; provided, however, that all
notices to the Employer shall be directed to the attention of the Employer with
a copy to the Secretary of the Employer. All notices and communications shall be
deemed to have been received on the date of delivery thereof.

         12.      Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of South
Carolina without giving effect to the conflict of laws principles thereof. Any
action brought by any party to this Agreement shall be brought and maintained in
a court of competent jurisdiction in State of South Carolina.

         13.      Non-Waiver. Failure of the Employer to enforce any of the
provisions of this Agreement or any rights with respect thereto shall in no way
be considered to be a waiver of such provisions or rights, or in any way affect
the validity of this Agreement.

         14.      Enforcement. The Employee agrees that in the event of any
breach or threatened breach by the Employee of any covenant contained in Section
6, 7, 9(a), 9(b), or 9(c) hereof, the resulting injuries to the Employer would
be difficult or impossible to estimate accurately, even though irreparable
injury or damages would certainly result. Accordingly, an award of legal
damages, if without other relief, would be inadequate to protect the Employer.
The Employee, therefore, agrees that in the event of any such breach, the
Employer shall be entitled to obtain from a court of competent jurisdiction an
injunction to restrain the breach or anticipated breach of any such covenant,
and to obtain any other available legal, equitable, statutory, or contractual
relief. Should the Employer have cause to seek such relief, no bond shall be
required from the Employer, and the Employee shall pay all attorney's fees and
court costs which the Employer may incur to the extent the Employer prevails in
its enforcement action.

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         15.      Saving Clause. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof. If any
provision or clause of this Agreement, or portion thereof, shall be held by any
court or other tribunal of competent jurisdiction to be illegal, void, or
unenforceable in such jurisdiction, the remainder of such provision shall not be
thereby affected and shall be given full effect, without regard to the invalid
portion. It is the intention of the parties that, if any court construes any
provision or clause of this Agreement, or any portion thereof, to be illegal,
void, or unenforceable because of the duration of such provision or the area or
matter covered thereby, such court shall reduce the duration, area, or matter of
such provision, and, in its reduced form, such provision shall then be
enforceable and shall be enforced.

         16.      Certain Definitions.

                  a.       "Change in Control" shall mean the occurrence during
the Term of any of the following events, unless such event is a result of a
Non-Control Transaction:

                           (i)      The individuals who, as of the date of this
                  Agreement, are members of the Board of Directors of the
                  Company (the "Incumbent Board") cease for any reason to
                  constitute at least 50% of the Board of Directors of the
                  Company; provided, however, that if the election, or
                  nomination for election by the Company's shareholders, of any
                  new director was approved in advance by a vote of at least 50%
                  of the Incumbent Board, such new director shall, for purposes
                  of this Agreement, be considered as a member of the Incumbent
                  Board; provided, further, that no individual shall be
                  considered a member of the Incumbent Board if such individual
                  initially assumed office as a result of either an actual or
                  threatened "Election Contest" (as described in Rule 14a-11
                  promulgated under the Securities Exchange Act of 1934 (the
                  "Exchange Act"), or other actual or threatened solicitation of
                  proxies or consents by or on behalf of any person other than
                  the Board of Directors of the Company (a "Proxy Contest"),
                  including by reason of any agreement intended to avoid or
                  settle any Election Contest or Proxy Contest.

                           (ii)     An acquisition (other than directly from the
                  Company) of any voting securities of the Company (the "Voting
                  Securities") by any "Person" (as the term "person" is used for
                  purposes of Section 13(d) or 14(d) of the Exchange Act)
                  immediately after which such Person has "Beneficial Ownership"
                  (within the meaning of Rule 13d-3 promulgated under the
                  Exchange Act) of 50% or more of the combined voting power of
                  the Company's then outstanding Voting Securities; provided,
                  however, that in determining whether a Change in Control has
                  occurred, Voting Securities which are acquired in a
                  Non-Control Acquisition shall not constitute an acquisition
                  which would cause a Change in Control.

                           (iii)    Consummation of: (i) a merger,
                  consolidation, or reorganization involving the Company;
                  (ii) a complete liquidation or dissolution of the Company;

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                  or (iii) the sale or other disposition of all or substantially
                  all of the assets of the Company to any Person (other than a
                  transfer to a Subsidiary).

                           (iv)     A notice of an application is filed with the
                  Office of Comptroller of the Currency (the "OCC") or the
                  Federal Reserve Board or any other bank or thrift regulatory
                  approval (or notice of no disapproval) is granted by the
                  Federal Reserve, the OCC, the Federal Deposit Insurance
                  Corporation, or any other regulatory authority for permission
                  to acquire control of the Company or any of its banking
                  subsidiaries; provided that if the application is filed in
                  connection with a transaction which has been approved by the
                  Board, then the Change in Control shall not be deemed to occur
                  until consummation of the transaction.

                  b.       "Good Reason" shall mean the occurrence after a
Change in Control of any of the events or conditions described in subsections
(i) through (viii) hereof:

                           (i)      a change in the Employee's status,
                  title, position or responsibilities (including reporting
                  responsibilities) which, in the Employee's reasonable
                  judgment, represents an adverse change from his status, title,
                  position or responsibilities as in effect at any time within
                  ninety days preceding the date of a Change in Control or at
                  any time thereafter; the assignment to the Employee of any
                  duties or responsibilities which, in the Employee's reasonable
                  judgment, are inconsistent with his status, title, position or
                  responsibilities as in effect at any time within ninety days
                  preceding the date of a Change in Control or at any time
                  thereafter; any removal of the Employee from or failure to
                  reappoint or reelect him to any of such offices or positions,
                  except in connection with the termination of his employment
                  for disability or Cause, as a result of his death, or by the
                  Employee other than for Good Reason, or any other change in
                  condition or circumstances that in the Employee's reasonable
                  judgment makes it materially more difficult for the Employee
                  to carry out the duties and responsibilities of his office
                  than existed at any time within ninety days preceding the date
                  of Change in Control or at any time thereafter;

                           (ii)     a reduction in the Employee's base
                  salary or any failure to pay the Employee any compensation or
                  benefits to which he is entitled within five days of the date
                  due;

                           (iii)    the Employer's requiring the Employee to be
                  based at any place outside a 30-mile radius from the executive
                  offices occupied by the Employee immediately prior to the
                  Change in Control, except for reasonably required travel on
                  the Employer's business which is not materially greater than
                  such travel requirements prior to the Change in Control;

                           (iv)     the failure by the Employer to (A) continue
                  in effect (without reduction in benefit level and/or reward
                  opportunities) any material compensation or employee benefit
                  plan in which the Employee was participating

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<PAGE>

                  at any time within ninety days preceding the date of a Change
                  in Control or at any time thereafter, unless such plan is
                  replaced with a plan that provides substantially equivalent
                  compensation or benefits to the Employee, or (B) provide the
                  Employee with compensation and benefits, in the aggregate, at
                  least equal (in terms of benefit levels and/or reward
                  opportunities) to those provided for under each other employee
                  benefit plan, program and practice in which the Employee was
                  participating at any time within ninety days preceding the
                  date of a Change in Control or at any time thereafter;

                           (v)      the insolvency or the filing (by any
                  party, including the Company or the Employer) of a petition
                  for bankruptcy of the Company or the Employer, which petition
                  is not dismissed within sixty days;

                           (vi)     any material breach by the Employer of any
                  material provision of this Agreement;

                           (vii)    any purported termination of the Employee's
                  employment for Cause by the Employer which does not comply
                  with the terms of this Agreement; or

                           (viii)   the failure of the Employer to obtain an
                  agreement, satisfactory to the Employee, from any successor or
                  assign to assume and agree to perform this Agreement, as
                  contemplated in Section 10 hereof.

         Any event or condition described in clause (i) through (viii) above
which occurs prior to a Change in Control but which the Employee reasonably
demonstrates (A) was at the request of a third party, or (B) otherwise arose in
connection with, or in anticipation of, a Change in Control which actually
occurs, shall constitute Good Reason for purposes of this Agreement,
notwithstanding that it occurred prior to the Change in Control. The Employee's
right to terminate his employment for Good Reason shall not be affected by his
incapacity due to physical or mental illness.

                  c.       "Non-Control Transaction"  shall mean a transaction
described below:

                           (i)      the shareholders of the Company, immediately
                  before such merger, consolidation or reorganization, own,
                  directly or indirectly, immediately following such merger,
                  consolidation or reorganization, at least 50% of the combined
                  voting power of the outstanding voting securities of the
                  corporation resulting from such merger, consolidation or
                  reorganization (the "Surviving Corporation") in substantially
                  the same proportion as their ownership of the Voting
                  Securities immediately before such merger, consolidation or
                  reorganization; and

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<PAGE>

                           (ii)     immediately following such merger,
                  consolidation or reorganization, the number of directors on
                  the board of directors of the Surviving Corporation who were
                  members of the Incumbent Board shall at least equal the number
                  of directors who were affiliated with or appointed by the
                  other party to the merger, consolidation or reorganization.

                  d.       "Notice of Termination" shall mean a written notice
of termination from the Employer or the Employee which specifies an effective
date of termination, indicates the specific termination provision in this
Agreement relied upon, and, in the case of a termination for Good Reason or for
Cause, sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Employee's employment under the provision
so indicated.

         17.      Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements, if
any, understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof.

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

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<PAGE>

         IN WITNESS WHEREOF, the Employer has caused this Agreement to be
executed and its seal to be affixed hereunto by its officers thereunto duly
authorized, and the Employee has signed and sealed this Agreement, effective as
of the date first above written.

                                        FIRST COMMUNITY BANK, N.A.

                                        By:  /s/ Michael C. Crapps
                                             Name: Michael C. Crapps
                                             Title: President & CEO

                                        EMPLOYEE

                                        /s/ David K. Proctor
                                        Name:  David K. Proctor
                                              ---------------------------------

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