EXHIBIT 10.10
 
 
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1.
    
    Term. The initial term of this Agreement shall be for the period
commencing upon the effective date of this Agreement and ending two (2) calendar years
from the effective date of this Agreement. At each anniversary date of this Agreement,
the term automatically shall be extended for an additional two (2) calendar years on the
same terms and conditions set forth herein, unless the Company shall give written notice
to the Officer of its intention not to extend this Agreement for an additional two (2)
calendar years, which notice shall be given at least thirteen (13) months prior to the
next anniversary date.2.
    
    Change of Control.
     (i)
    
    Officer is assigned any duties and/or responsibilities that are
inconsistent with his duties or responsibilities at the time of the Change of
Control;(ii)
    
    Officers annual base salary is reduced below the amount in effect
as of the effective date of a Change of Control;(iii)
    
    Officers life insurance, medical or hospitalization insurance,
disability insurance, stock option plans, stock purchase plans, deferred
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compensation plans, management retention plans, retirement plans, or similar plans or
benefits being provided by the Company to the Officer as of the effective date of
the Change of Control are reduced in their level, scope, or coverage, or any such
insurance, plans, or benefits are eliminated, unless such reduction or
elimination applies proportionately to all salaried employees of the Company who
participated in such benefits prior to such Change of Control; or(iv)
    
    Officer is required to transfer performance of his day-to-day
services required hereunder to a location which is more than fifty (50) miles
from the Officers current principal work location, without the Officers express
written consent.
 Any change in circumstances described by (i), (ii) or (iii) above must be a material
change in circumstances in order to qualify as a Termination Event. A Termination
Event shall be deemed to have occurred on the date such action or event is implemented
or takes effect.
   (i)
    
    After the effective date of this Agreement, any person (as such
term is defined Section 7(j)(8)(A) of the Change in Bank Control Act of 1978),
directly or indirectly, acquires beneficial ownership of voting stock, or
acquires irrevocable proxies or any combination of voting stock and irrevocable
proxies, representing fifty percent (50%) or more of any class of voting
securities of the Corporation or the Bank, or acquires control of in any manner
the election of a majority of the directors of the Corporation or the Bank;
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(ii)
    
    The Corporation or the Bank consolidates or merges with or into
another corporation, association, or entity, or is otherwise reorganized, where
the Corporation or the Bank is not the surviving corporation in such transaction
and the holders of the voting securities of the Corporation or the Bank
immediately prior to such acquisition own less than a majority of the voting
securities of the surviving entity immediately after the transaction; or(iii)
    
    All or substantially all of the assets of the Corporation or the
Bank are sold or otherwise transferred to or are acquired by any other
corporation, association, or other person, entity, or group.Notwithstanding the other provisions of this Paragraph 2, a transaction or event shall
not be considered a Change of Control if, prior to the consummation or occurrence of
such transaction or event, the Officer and the Company agree in writing that the same
shall not be treated as a Change of Control for purposes of this Agreement.
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3.
    
    Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon any corporate or other successor of the Corporation or the Bank, which
shall acquire, directly or indirectly, by conversion, merger, consolidation, purchase,
or otherwise, all or substantially all of the assets of the Corporation or the Bank.4.
    
    Modification; Waiver; Amendments. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is agreed
to in writing and signed by the Officer, the Company, except as herein otherwise
provided. No waiver by any party hereto, at any time, of any breach by any party hereto,
or compliance with, any condition or provision of this Agreement to be performed by such
party shall be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. No amendments or additions to this Agreement
shall be binding unless in writing and signed by the parties, except as herein otherwise
provided.5.
    
    Applicable Law. This Agreement shall be governed in all respects whether
as to validity, construction, capacity, performance, or otherwise, by the laws of North
Carolina, except to the extent that federal law shall be deemed to apply.6.
    
    Severability. The provisions of this Agreement shall be deemed severable
and the invalidity or unenforceability of any provision hereof shall not affect the
validity or enforceability of the other provision hereof.
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7.
    
    Internal Revenue Code Section 409A. The parties intend that each element
of compensation potentially payable to the Officer hereunder either be exempt from, or
comply with, the requirements of Internal Revenue Code Section 409A, and that any
ambiguities in construction be interpreted to give effect to such intent.
  BANK:ATTEST:
    
    
    
    Bank of GraniteBy:
    
    /s/ Karen B. Warlick
    
    
    
    By:
    
    /s/ R. Scott AndersonKaren B. Warlick
    
    
    
    
    
    R. Scott AndersonSVP and Chief Administrative Officer
    
    
    
    
    
    President and Chief Executive OfficerCORPORATION:ATTEST:
    
    
    
    Bank of Granite CorporationBy:
    
    /s/ Karen B. Warlick
    
    
    
    By:
    
    /s/ R. Scott AndersonKaren B. Warlick
    
    
    
    
    
    R. Scott AndersonSVP & Chief Administrative Officer
    
    
    
    
    
    President and Chief Executive OfficerOFFICER:/s/ D. Mark StephensD. Mark Stephens
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