<PAGE>






                      10.2    FORM OF AWARD AGREEMENTS






<PAGE>

                                     FORM OF

                     INCENTIVE STOCK OPTION AWARD AGREEMENT
                  FOR THE PROVIDENT COMMUNITY BANCSHARES, INC.
                           2006 EQUITY INCENTIVE PLAN

This Award Agreement is provided to ________________ (the "Participant") by
Provident Community Bancshares, Inc. (the "Company") as of _________, the date
the Compensation Committee granted the Participant the right and option to
purchase Shares pursuant to the Provident Community Bancshares, Inc. 2006 Equity
Incentive Plan (the "2006 Plan"), subject to the terms and conditions of the
2006 Plan and this Award Agreement:
<TABLE>
<CAPTION>
         <S>      <C>                                <C>
         1.       OPTION GRANT:                      You have been granted an INCENTIVE STOCK OPTION
                                                     (referred to in this Agreement as your "Option").
         2.       NUMBER OF SHARES
                  SUBJECT TO YOUR OPTION:            ___________ Shares (subject to adjustment as may be
                                                     necessary pursuant to Section 11 of the 2006 Plan).

         3.       GRANT DATE:                        ___________

         4.       EXERCISE PRICE:                    You may purchase Shares covered by your Option at a
                                                     price of $_______ per share.
</TABLE>

         Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:
<TABLE>
<CAPTION>
      Continuous Status              Percentage of           Number of Shares
      as a Participant              Option Vested/            Available for
      after Grant Date             Number of Shares             Exercise              Vesting Date
      ----------------             ----------------             --------              ------------
      <S>                                <C>                      <C>                   <C>
      Less than 1 year                   _____                    _____                  ______
           1 year                        _____                    _____                  ______
           2 years                       _____                    _____                  ______
           3 years                       _____                    _____                  ______
           4 years                       _____                    _____                  ______
           5 years                       _____                    _____                  ______
</TABLE>

         IN WITNESS WHEREOF, Provident Community Bancshares, Inc. acting by and
through, has caused this Award Agreement to be executed.

                                    PROVIDENT COMMUNITY BANCSHARES, INC.


ACCEPTED BY PARTICIPANT:            By:
                                        ---------------------------------------
                                        On behalf of the Compensation Committee


__________________________
[          ]

__________________________
Date


<PAGE>

                              TERMS AND CONDITIONS

1.       GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
         subject to your Option are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such 2006 Plan. The Company intends this grant to
         qualify as an Incentive Stock Option.

2.       VESTING OF OPTIONS. The Option shall vest (become exercisable) in
         accordance with the schedule shown on page 1 of this Award Agreement.
         Notwithstanding the vesting schedule on page 1, the Option will also
         vest and become exercisable:

         (a)    Upon a Participant's death or Disability during his or her
                Continuous Status as a Participant; or

         (b)    Upon a Change in Control.

3.       TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
         Options will be for a period of ten (10) years, expiring at 5:00 p.m.,
         Eastern Time, on the tenth anniversary of the Grant Date (the
         "Expiration Date"). To the extent not previously exercised, the vested
         Options will lapse prior to the Expiration Date upon the earliest to
         occur of the following circumstances:

         (a)      Three (3) months after the termination of the Participant's
                  Continuous Status as a Participant for any reason other than
                  by reason of the Participant's death or Disability.

         (b)      Twelve (12) months after termination of the Participant's
                  Continuous Status as a Participant by reason of Disability.

         (c)      Twelve (12) months after the date of the Participant's death,
                  if Participant dies while employed, or during the three-month
                  period described in subsection (a) above or during the
                  twelve-month period described in subsection (b) above and
                  before the Options otherwise lapse. Upon the Participant's
                  death, the Options may be exercised by Participant's
                  beneficiary designated pursuant to the Plan.

         (d)      At the end of the remaining original term of the Option if the
                  Participant's employment is involuntarily or constructively
                  terminated within twelve (12) months of a Change in Control.
                  Options exercised after three (3) months from the
                  Participant's termination of employment will be treated as
                  Non-Statutory Stock Options for tax purposes.

         The Committee may, prior to the lapse of the Options under the
         circumstances described in paragraphs (a), (b), (c) or (d) above,
         extend the time to exercise the Options as determined by the Committee
         in writing. If the Participant returns to employment with the Company
         during the designated post-termination exercise period, then the
         Participant shall be restored to the status the Participant held prior

                                       2
<PAGE>

         to such termination but no vesting credit will be earned for any period
         the Participant was not in Continuous Status as a Participant. If the
         Participant or his or her beneficiary exercises an Option after
         termination of service, the Options may be exercised only with respect
         to the Shares that were otherwise vested on the Participant's
         termination of service.

4.       EXERCISE OF OPTION.  A Participant may exercise his or her Option
         by providing:

         (a)    a written notice of intent to exercise to Wanda Wells at the
                address and in the form specified by the Compensation Committee
                of the Board of Directors of the Company from time to time; and

         (b)    payment to the Company in full for the Shares subject to such
                exercise (unless the exercise is a cash-less exercise. Payment
                for such Shares can be made in cash, Company common stock
                ("stock swap"), a combination of cash and Company common stock
                or a "cash-less exercise" (if permitted by the Committee).

5.       BENEFICIARY DESIGNATION.  A Participant may, in the manner determined
         by the Committee, designate a beneficiary to exercise his or her rights
         hereunder and to receive any distribution with respect to the Options
         upon his or her death. A beneficiary, legal guardian, legal
         representative, or other person claiming any rights hereunder is
         subject to all terms and conditions of this Award Agreement and the
         2006 Plan, and to any additional restrictions deemed necessary or
         appropriate by the Committee. If no beneficiary has been designated or
         survives the Participant, the Options may be exercised by the legal
         representative of the Participant's estate, and payment shall be made
         to the Participant's estate. Subject to the foregoing, a beneficiary
         designation may be changed or revoked by the Participant at any time
         provided the change or revocation is filed with the Company.

6.       WITHHOLDING.

         (a)    EXERCISE OF INCENTIVE
                STOCK OPTION:
                                            Under this Award Agreement, there
                                            are no regular federal or state
                                            income or employment tax liabilities
                                            upon the exercise of an Incentive
                                            Stock Option (SEE INCENTIVE STOCK
                                            OPTION HOLDING PERIOD), although the
                                            excess, if any, of the Fair Market
                                            Value of the shares of Common Stock
                                            on the date of exercise over the
                                            Option Price will be treated as
                                            income for alternative minimum tax
                                            ("AMT") purposes and may subject you
                                            to AMT in the year of exercise.
                                            Please check with your tax advisor.

         (b)    DISQUALIFYING DISPOSITION:

                                            In the event of a disqualifying
                                            disposition (described below), you
                                            may be required to pay Provident
                                            Community Bancshares, Inc. or its

                                       3

<PAGE>

                                            Affiliates (based on the federal and
                                            state regulations in place at the
                                            time of exercise) an amount
                                            sufficient to satisfy all federal,
                                            state and local tax withholding.

         (c)    INCENTIVE STOCK OPTION
                HOLDING PERIOD:
                                            In order to receive Incentive Stock
                                            Option tax treatment under Section
                                            422 of the Code, you may not dispose
                                            of shares acquired under an
                                            Incentive Stock Option Award (i) for
                                            two (2) years from the Date of Grant
                                            and (ii) for one (1) year after the
                                            date you exercise your Incentive
                                            Stock Option. YOU MUST NOTIFY THE
                                            COMPANY WITHIN TEN (10) DAYS OF AN
                                            EARLY DISPOSITION OF COMMON STOCK
                                            (I.E., A "DISQUALIFYING
                                            DISPOSITION").

7.       LIMITATION OF RIGHTS. The Options do not confer to the Participant or
         the Participant's beneficiary designated pursuant to Paragraph 5 any
         rights of a shareholder of the Company unless and until Shares are in
         fact issued to such person in connection with the exercise of the
         Options. Nothing in this Award Agreement shall interfere with or limit
         in any way the right of the Company or any Affiliate to terminate the
         Participant's service at any time, nor confer upon the Participant any
         right to continue in the service of the Company or any Affiliate.

8.       STOCK RESERVE. The Company shall at all times during the term of this
         Award Agreement reserve and keep available such number of Shares as
         will be sufficient to satisfy the requirements of this Award Agreement.

9.       RESTRICTIONS ON TRANSFER AND PLEDGE. No right or interest of the
         Participant in the Options may be pledged, encumbered, or hypothecated
         to or in favor of any party other than the Company or an Affiliate, or
         shall be subject to any lien, obligation, or liability of the
         Participant to any other party other than the Company or an Affiliate.
         The Options are not assignable or transferable by the Participant other
         than by will or the laws of descent and distribution or pursuant to a
         domestic relations order that would satisfy Section 414(p)(1)(A) of the
         Code if such Section applied to an Option under the 2006 Plan;
         provided, however, that the Committee may (but need not) permit other
         transfers. The Options may be exercised during the lifetime of the
         Participant only by the Participant or any permitted transferee.

10.      PLAN CONTROLS. The terms contained in the 2006 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2006 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2006 Plan and the provisions of this Award Agreement, the
         provisions of the 2006 Plan shall be controlling and determinative.

                                       4

<PAGE>


11.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2006 Plan.

12.      SEVERABILITY. If any one or more of the provisions contained in this
         Award Agreement is invalid, illegal or unenforceable, the other
         provisions of this Award Agreement will be construed and enforced as if
         the invalid, illegal or unenforceable provision had never been
         included.

13.      NOTICE. Notices and communications under this Award Agreement must be
         in writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                  203 West Main Street
                  Union, South Carolina  29379
                  (864) 427-9000 Attention: ________________

         or any other address designated by the Company in a written notice to
         the Participant. Notices to the Participant will be directed to the
         address of Participant then currently on file with the Company, or at
         any other address given by Participant in a written notice to the
         Company.



                                       5

<PAGE>

                                     FORM OF

                   NON-STATUTORY STOCK OPTION AWARD AGREEMENT
                  FOR THE PROVIDENT COMMUNITY BANCSHARES, INC.
                           2006 EQUITY INCENTIVE PLAN

This Award Agreement is provided to _______________ (the "Participant") by
Provident Community Bancshares, Inc. (the "Company") as of _________, the date
the Compensation Committee granted the Participant the right and option to
purchase Shares pursuant to the Provident Community Bancshares, Inc. 2006 Equity
Incentive Plan (the "2006 Plan"), subject to the terms and conditions of the
2006 Plan and this Award Agreement:
<TABLE>
<CAPTION>
         <S>      <C>                                <C>
         1.       OPTION GRANT:                      You have been granted a NON-STATUTORY STOCK OPTION
                                                     (referred to in this Agreement as your "Option"). Your
                                                     Option is NOT intended to qualify as an "incentive stock
                                                     option" under Section 422 of the Internal Revenue Code
                                                     of 1986, as amended.
         2.       NUMBER OF SHARES
                  SUBJECT TO YOUR OPTION:            ________ Shares (subject to adjustment as may be
                                                     necessary  pursuant to Section 10 of the 2006 Plan).

         3.       GRANT DATE:                        ________

         4.       EXERCISE PRICE:                    You may purchase Shares covered by your Option at a
                                                     price of $______ per share.
</TABLE>

          Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:
<TABLE>
<CAPTION>
             Continuous Status
             as a Participant               Percentage of            Number of Shares
             after Grant Date               Option Vested         Available for Exercise         Vesting Date
             ----------------               -------------         ----------------------         ------------
             <S>                                <C>                        <C>                     <C>
             Less than 1 year                   _____                      _____                   _____
                  1 year                        _____                      _____                   _____
                  2 years                       _____                      _____                   _____
                  3 years                       _____                      _____                   _____
                  4 years                       _____                      _____                   _____
                  5 years                       _____                      _____                   _____
</TABLE>
         IN WITNESS WHEREOF, Provident Community Bancshares, acting by and
through the Compensation Committee of the Board of Directors of the Company, has
caused this Award Agreement to be executed.

                                    PROVIDENT COMMUNITY BANCSHARES, INC.


ACCEPTED BY PARTICIPANT:            By:
                                        ---------------------------------------
                                        On behalf of the Compensation Committee


__________________________
[          ]

__________________________
Date

<PAGE>


                              TERMS AND CONDITIONS

1.       GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares
         subject to your Option are stated on page 1 of this Award Agreement.
         Capitalized terms used herein and not otherwise defined shall have the
         meanings assigned to such terms in the 2006 Plan.

2.       VESTING OF OPTIONS. The Option shall vest (become exercisable) in
         accordance with the schedule shown on page 1 of this Award Agreement.
         Notwithstanding the vesting schedule on page 1, the Option will also
         vest and become exercisable:

         (a)    Upon a Participant's death or Disability during his or her
                Continuous Status as a Participant; or

         (b)    Upon a Change in Control.

3.       TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the
         Options will be for a period of ten (10) years, expiring at 5:00 p.m.,
         Eastern Time, on the tenth anniversary of the Grant Date (the
         "Expiration Date"). To the extent not previously exercised, the vested
         Options will lapse prior to the Expiration Date upon the earliest to
         occur of the following circumstances:

         (a)      Three (3) months after the termination of the Participant's
                  Continuous Status as a Participant for any reason other than
                  by reason of the Participant's death or Disability.

         (b)      Twelve (12) months after termination of the Participant's
                  Continuous Status as a Participant by reason of Disability.

         (c)      Twelve (12) months after the date of the Participant's death,
                  if the Participant dies while employed, or during the
                  three-month period described in subsection (a) above or during
                  the twelve-month period described in subsection (b) above and
                  before the Options otherwise lapse. Upon the Participant's
                  death, the Options may be exercised by the Participant's
                  beneficiary designated pursuant to the 2006 Plan.

         (d)      At the end of the remaining original term of the Option if the
                  Participant's employment is involuntarily or constructively
                  terminated within twelve (12) months of a Change in Control.

         The Committee may, prior to the lapse of the Options under the
         circumstances described in paragraphs (a), (b), (c) or (d) above,
         extend the time to exercise the Options as determined by the Committee
         in writing and subject to federal regulations. If the Participant
         returns to employment with the Company during the designated
         post-termination exercise period, then the Participant shall be
         restored to the status the Participant held prior to such termination
         but no vesting credit will be earned for any period the Participant was
         not in Continuous Status as a Participant. If the Participant or his or

                                       2

<PAGE>

         her beneficiary exercises an Option after termination of service, the
         Options may be exercised only with respect to the Shares that were
         otherwise vested on the Participant's termination of service.

4.       EXERCISE OF OPTION. A Participant may exercise his or her Option by
         providing:

         (a)    a written notice of intent to exercise to Wanda Wells at the
                address and in the form specified by the Compensation Committee
                of the Board of Directors of the Company from time to time; and

         (b)    payment to the Company in full for the Shares subject to such
                exercise (unless the exercise is a cash-less exercise). Payment
                for such Shares can be made in cash, Company common stock
                ("stock swap"), a combination of cash and Company common stock
                or a "cash-less exercise" (if permitted by the Committee).

5.       BENEFICIARY DESIGNATION.  A Participant may, in a manner determined by
         the Committee, designate a beneficiary to exercise his or her rights
         hereunder and to receive any distribution with respect to the Options
         upon his or her death. A beneficiary, legal guardian, legal
         representative, or other person claiming any rights hereunder is
         subject to all terms and conditions of this Award Agreement and the
         2006 Plan, and to any additional restrictions deemed necessary or
         appropriate by the Committee. If no beneficiary has been designated or
         survives the Participant, the Options may be exercised by the legal
         representative of the Participant's estate, and payment shall be made
         to the Participant's estate. Subject to the foregoing, a beneficiary
         designation may be changed or revoked by the Participant at any time
         provided the change or revocation is filed with the Company.

6.       WITHHOLDING. The Company or any employer Affiliate has the authority
         and the right to deduct or withhold, or require the Participant to
         remit to the Company, an amount sufficient to satisfy federal, state,
         and local (if any) withholding taxes and employment taxes (I.E., FICA
         and FUTA).

7.       LIMITATION OF RIGHTS. The Options do not confer to the Participant or
         the Participant's beneficiary designated pursuant to Paragraph 5 any
         rights of a shareholder of the Company unless and until Shares are in
         fact issued to such person in connection with the exercise of the
         Options. Nothing in this Award Agreement shall interfere with or limit
         in any way the right of the Company or any Affiliate to terminate the
         Participant's employment at any time, nor confer upon the Participant
         any right to continue in the service of the Company or any Affiliate.

8.       RESTRICTIONS ON TRANSFER AND PLEDGE. No right or interest of the
         Participant in the Options may be pledged, encumbered, or hypothecated
         to or in favor of any party other than the Company or an Affiliate, or
         shall be subject to any lien, obligation, or liability of the
         Participant to any other party other than the Company or an Affiliate.
         The Options are not assignable or transferable by the Participant other
         than by will or the laws of descent and distribution or pursuant to a
         domestic relations order that would satisfy Section 414(p)(1)(A) of the
         Code if such Section applied to an Option under the 2006 Plan;
         provided, however, that the Committee may (but need not) permit other
         requested transfers. The Options may be exercised during the lifetime
         of the Participant only by the Participant or any permitted transferee.

                                       3

<PAGE>


9.       PLAN CONTROLS. The terms contained in the 2006 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2006 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the 2006 Plan and the provisions of this Award Agreement, the
         provisions of the 2006 Plan shall be controlling and determinative.

10.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2006 Plan.

11.      SEVERABILITY. If any one or more of the provisions contained in this
         Award Agreement is invalid, illegal or unenforceable, the other
         provisions of this Award Agreement will be construed and enforced as if
         the invalid, illegal or unenforceable provision had never been
         included.

12.      NOTICE. Notices and communications under this Award Agreement must be
         in writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                  203 West Main Street
                  Union, South Carolina  29379
                  (864) 427-9000 Attention: ________________

         or any other address designated by the Company in a written notice to
         the Participant. Notices to the Participant will be directed to the
         address of Participant then currently on file with the Company, or at
         any other address given by Participant in a written notice to the
         Company.

13.      STOCK RESERVE. The Company shall at all times during the term of this
         Agreement reserve and keep available such number of Shares as will be
         sufficient to satisfy the requirements of this Agreement.



                                       4
<PAGE>

                                     FORM OF

                        RESTRICTED STOCK AWARD AGREEMENT
                  FOR THE PROVIDENT COMMUNITY BANCSHARES, INC.
                           2006 EQUITY INCENTIVE PLAN


This Award Agreement is provided to _______________ (the "Participant") by
Provident Community Bancshares, Inc. (the "Company") as of ___________, the date
the Compensation Committee awarded the Participant restricted Shares pursuant to
the Provident Community Bancshares, Inc. 2006 Equity Incentive Plan (the "2006
Plan"), subject to the terms and conditions of the 2006 Plan and this Award
Agreement:
<TABLE>
<CAPTION>
         <S>      <C>                                   <C>
         1.       NUMBER OF SHARES SUBJECT
                  TO YOUR RESTRICTED STOCK AWARD:       _________  Shares (subject to adjustment as may be
                                                        necessary  pursuant to Section 10 of the 2006 Plan).

         2.       GRANT DATE:                           _________
</TABLE>

         Unless sooner vested in accordance with Section 3 of the Terms and
         Conditions (attached hereto) or otherwise in the discretion of the
         Committee, the restrictions imposed under Section 2 of the Terms and
         Conditions will expire as to the following percentage of the Shares
         awarded hereunder, on the following respective dates; provided that
         Participant is then still employed by or in service with the Company or
         any of its subsidiaries:

                 Percentage of         Number of Shares
                Shares Vesting             Vesting              Vesting Date
                --------------             -------              ------------
                     _____                  _____                  _____
                     _____                  _____                  _____
                     _____                  _____                  _____
                     _____                  _____                  _____
                     _____                  _____                  _____

         IN WITNESS WHEREOF, Provident Community Bancshares, Inc. acting by and
through the Compensation Committee of the Board of Directors of the Company, has
caused this Award Agreement to be executed as of the Grant Date.

                                    PROVIDENT COMMUNITY BANCSHARES, INC.


ACCEPTED BY PARTICIPANT:            By:
                                        ---------------------------------------
                                        On behalf of the Compensation Committee


__________________________
[          ]

__________________________
Date

<PAGE>


                              TERMS AND CONDITIONS

1.       GRANT OF SHARES. The Grant Date and number of Shares underlying a
         Participant's Restricted Stock Award are stated on page 1 of this Award
         Agreement. Capitalized terms used herein and not otherwise defined
         shall have the meanings assigned to such terms in the 2006 Plan.

2.       RESTRICTIONS. The unvested Shares underlying a Participant's Restricted
         Stock Award are subject to the following restrictions ("Restricted
         Shares") until they expire or terminate.

         (a)    Restricted Shares may not be sold, transferred, exchanged,
                assigned, pledged, hypothecated or otherwise encumbered.

         (b)    If a Participant's employment or service with the Company or any
                Affiliate terminates for any reason other than as set forth in
                paragraph (b) of Section 3 hereof, then the Participant forfeits
                all of his rights, title and interest in and to the Restricted
                Shares as of the date of termination, and such Restricted Shares
                shall revert to the Company under the terms of the 2006 Plan.

         (c)    Restricted Shares are subject to the vesting schedule set forth
                on page 1 of this Award Agreement.

3.       EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
         under Section 2 will expire on the earliest to occur of the following
         (the period prior to such expiration being referred to herein as the
         "Restricted Period"):

         (a)    As to the percentages of the Shares specified on page 1 of this
                Award Agreement, on the respective dates specified on page 1;
                provided the Participant is then still employed by or in service
                of the Company or an Affiliate; or

         (b)    Termination of a Participant's employment by reason of death or
                Disability; or

         (c)    A Change in Control.

4.       DELIVERY OF SHARES. Once the Shares are vested (SEE VESTING SCHEDULE ON
         PAGE 1), the 2006 Plan Trustee will distribute the Shares (and
         accumulated dividends and earnings, if any) in accordance with the
         instructions it receives from the Participant.

5.       VOTING AND DIVIDEND RIGHTS. A Participant, as beneficial owner of the
         Shares, shall have full voting and dividend rights with respect to the
         Shares during and after the Restricted Period. If a Participant
         forfeits any rights he or she may have under this Award Agreement in
         accordance with Section 2, the Participant shall no longer have any
         rights as a shareholder with respect to the Restricted Shares or any
         interest therein and the Participant shall no longer be entitled to
         receive dividends on such Shares.

                                       2

<PAGE>


6.       CHANGES IN CAPITAL STRUCTURE. In the event of a corporate event or
         transaction involving the Company (including, without limitation, any
         stock dividend, stock split, extraordinary cash dividend,
         recapitalization, reorganization, merger, consolidation, split-up,
         spin-off, combination or exchange of shares), the Committee may adjust
         this award to preserve the benefits or potential benefits of this
         award. Without limiting the foregoing, in the event of a subdivision of
         the outstanding Stock (stock-split), a declaration of a dividend
         payable in Stock, or a combination or consolidation of the outstanding
         Stock into a lesser number of Shares, the Shares then subject to this
         Award Agreement shall automatically be adjusted proportionately.

7.       NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement shall
         interfere with or limit in any way the right of the Company or any
         Affiliate to terminate a Participant's employment or service at any
         time, nor confer upon a Participant any right to continue in the employ
         or service of the Company or any Affiliate.

8.       PAYMENT OF TAXES. A Participant  may make an election to be taxed upon
         his or her Restricted Stock Award under Section 83(b) of the Code
         within 30 days of the Grant Date. If an 83(b) Election is not made,
         upon vesting of the Restricted Stock Award the Committee is entitled to
         require as a condition of delivery: (i) that the Participant remit an
         amount sufficient to satisfy any and all federal, state and local (if
         any) tax withholding requirements and employment taxes (I.E., FICA and
         FUTA), (ii) that the withholding of such sums come from compensation
         otherwise due to the Participant or from Shares due to the Participant
         under the 2006 Plan, or (iii) any combination of the foregoing. Any
         withholding shall comply with Rule 16b-3 or any amendments or
         successive rule. OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND
         NOT SUBJECT TO TAX WITHHOLDING.

9.       PLAN CONTROLS. The terms contained in the 2006 Plan are incorporated
         into and made a part of this Award Agreement and this Award Agreement
         shall be governed by and construed in accordance with the 2006 Plan. In
         the event of any actual or alleged conflict between the provisions of
         the Plan and the provisions of this Agreement, the provisions of the
         Plan shall be controlling and determinative.

10.      SEVERABILITY. If any one or more of the provisions contained in this
         Agreement is deemed to be invalid, illegal or unenforceable, the other
         provisions of this Agreement will be construed and enforced as if the
         invalid, illegal or unenforceable provision had never been included.

11.      NOTICE. Notices and communications under this Agreement must be in
         writing and either personally delivered or sent by registered or
         certified United States mail, return receipt requested, postage
         prepaid. Notices to the Company must be addressed to:

                  203 West Main Street
                  Union, South Carolina  29379
                  (864) 427-9000 Attention: ________________

         or any other address designated by the Company in a written notice to
         Participant. Notices to Participant will be directed to the address of
         Participant then currently on file with the Company, or at any other
         address given by Participant in a written notice to the Company.

12.      SUCCESSORS. This Award Agreement shall be binding upon any successor of
         the Company, in accordance with the terms of this Award Agreement and
         the 2006 Plan.


                                       3