Exhibit
10.14(a)

      


      AMENDMENT
TO

      THE
SUPPLEMENTAL INCOME PLAN AGREEMENT

      BY
AND BETWEEN FIRST SOUTH BANK AND KRISTIE W. HAWKINS

      


      This
Amendment to the Supplemental Income Plan Agreement by and between FIRST SOUTH BANK (the “Bank”)
and Kristie W. Hawkins
(“Executive”) is entered into as of December 26, 2008.

      


      WHEREAS, Executive and the
Bank previously entered into a Supplemental Income Plan Agreement dated
September 5, 2002 (the “Agreement”); and

      


      WHEREAS, Executive and the
Bank desire to amend the Agreement to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended.

      


      NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the as
follows:

      


      FIRST
CHANGE

      


      Section 7
of the Agreement shall be amended by deleting the last three (3) paragraphs
thereof which address the implementation of a grantor trust.

      


      SECOND
CHANGE

       

      The
following new Section 13 shall be added to the Agreement:

      


      “Section
13.    Section
409A

      


      This
Agreement shall at all times be administered and the provisions of this
Agreement shall be interpreted consistent with the requirements of Section 409A.
For purposes of this Agreement, Section 409A shall refer to Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury
regulations and any other authoritative guidance issued thereunder. Any
modification to the terms of this Agreement that would inadvertently result in
an additional tax liability on the part of the Employee shall have no effect,
provided the change in the terms of the Agreement are rescinded by the earlier
of a date before the right is exercised (if the change grants a discretionary
right) and the last day of the calendar year during which such change
occurred.

      


      On or
before December 31, 2008, if the Employee wishes to change his or her election
as to the form or timing of the payment under this Agreement, the Employee may
do so by completing a Transition Relief Election Form, provided that any such
election (i) must be made prior to the Employee’s separation from service, (ii)
shall not take effect before the date that is 12 months after the date the
election is made, (iii) cannot apply to amounts that would otherwise be payable
in 2008 and may not cause an amount to be paid in 2008 that would otherwise be
paid in a later year.

      


      Despite
any contrary provision of this Agreement, if, when an Employee’s service
terminates, the Employee is a “specified employee,” as defined in Section 409A
of the Code, and if any payments under this Agreement will result in additional
tax or interest to the Employee because of Section 409A of the Code, the
Employee shall not be entitled to the such payments until the earliest of (i)
the date that is at least six months after termination of the Employee’s
employment for reasons other than the Employee’s death, (ii) the date of the
Employee’s death, or (iii) any earlier date that does not result in additional
tax or interest to the Employee under Section 409A of the Code.”

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      THIRD
CHANGE

      


      The
second paragraph of Section 6 of the Agreement shall be amended in its entirety
as follows:

      


      “Except
as otherwise provided in Sections 1, 2 or 3 as applicable, in the event that, on
or before the occurrence of an Employee’s Retirement Date or Early Retirement
Date, a “Termination of Protected Employment” occurs following a Change in
Control (as defined herein), then the Employee shall be deemed to have retired
as of his Early Retirement Date and the Employee may elect to receive the
present value of his accrued benefit in a lump sum or elect to receive his
benefits in accordance with Section 1 of this Agreement. Said election must be
made in accordance with Section 13 of this Agreement.

      


      An
Employee will be deemed to have a termination of employment for purposes of
determining the timing of any payments under this Agreement only upon a
“separation from service” within the meaning of Section 409A of the
Code.”

      Except as
expressly provided herein, the terms and conditions of the Agreement shall
remain in full force and effect and shall be binding on the parties hereto until
the expiration of the term of the Agreement. Effectiveness of this Amendment to
the Agreement shall be conditioned upon approval by the Board of Directors of
the Bank (or appropriate committee thereof), and this Amendment to the
Supplemental Income Plan Agreement shall become effective on the later of date
of such approval and execution by both parties hereto.

      


      IN WITNESS WHEREOF, the
parties have duly executed and delivered this Amendment to the Agreement, as of
the day and year first above written.

      


      
        
          
            
              	
                      ATTEST:

                    	 	
                      FIRST SOUTH BANK

                    
	
                      /s/ William L. Wall

                    	 	
                      /s/ Frederick N.
Holscher

                    
	 
      	 	
                      Chairman
      of the Board

                    
	 
      	 	 
      
	
                      WITNESS:

                    	 	
                      EXECUTIVE

                    
	
                      /s/ William L. Wall

                    	 	
                      /s/ Kristie W. Hawkins

                    
	 
      	 	
                      Kristie
      W. Hawkins