RHNB CORPORATION NONQUALIFIED STOCK OPTION PLAN 1. PURPOSE OF PLAN. This RHNB Corporation Nonqualified Stock Option Plan (the "Plan") is intended to increase the incentive for participants to contribute to the success of RHNB Corporation (the "Corporation") and its subsidiaries and to reward them for their contribution to that success. The Plan is not intended to be a qualified stock option plan under the Internal Revenue Code of 1986 (the "Internal Revenue Code"), as it may be amended from time to time. 2. ELIGIBILITY. The executive officers of the Corporation holding the following offices will be eligible to receive awards under the Plan: the President (or the Acting President), any Executive Vice President and any Senior Vice President. Any individual who ceases to be an executive officer of the Corporation for any reason will not be eligible to receive an award under the Plan. 3. SHARES SUBJECT TO PLAN. The options awarded under this Plan will be options to acquire shares of the Corporation's common stock ("Common Stock"), $2.50 par value. The maximum number of shares of Common Stock that may be issued under the Plan is 35,000, subject to adjustment pursuant to paragraph 13. 4. ADMINISTRATION OF PLAN. The Corporation's Board of Directors (the "Board") will appoint a committee (the "Committee") consisting of at least three members of the Board to administer the Plan. No executive officer eligible to receive options under the Plan may serve as a member of the Committee. The Committee, in addition to any other powers granted to it hereunder, shall have the powers, subject to the express provisions of the Plan: (a) to specify the terms of any option awarded under the Plan; (b) to prescribe, amend and repeal rule and regulations of general application relating to the Plan; (c) to construe and interpret the Plan; (d) to require of any person exercising an option granted under the Plan, at the time of such exercise, the execution of any paper or making or any representation or the giving of any commitment that the Committee shall, in its discretion, deem necessary or advisable by reason of the securities laws of the United States or any State, or the execution of any paper or the payment of any sum of money in respect of taxes or the undertaking to pay or have paid any such sum that the Committee shall, in its discretion, deem necessary by reason of the Internal Revenue Code or any rule or regulation thereunder, or by reason of the tax laws of any State; (e) to amend options previously granted and outstanding, but no amendment to any such option shall be made without the consent of the optionee if such amendment would adversely affect the rights of the optionee under his memorandum of option; and no amendment shall be made to any memorandum of option that would cause the inclusion therein of any term or provision inconsistent with the Plan; and (f) to make all other determinations necessary or advisable for the administration of the Plan. Determinations of the Committee with respect to the matters referred to in this paragraph shall be conclusive and binding on persons eligible to receive options under the Plan and all persons who have received options under the Plan, and the legal representatives and beneficiaries of such persons. 5. GRANT OF OPTIONS. On May 1, 1992, January 1, 1993 and January 1, 1994, respectively, the Corporation will grant to each individual then holding the executive office listed below an option to acquire the number of shares of the Corporation's Common Stock indicated beside such office: Number of Shares Executive Office Subject to Option ________________ ___________________ President (or Acting President) 3,250 of the Corporation Executive Vice President 2,750 of the Corporation Senior Vice President 1,750 of the Corporation Notwithstanding the foregoing, however, no individual holding an executive office listed above shall receive an option under the Plan on May 1, 1992 unless such individual held the executive office in question on January 1, 1992. 6. EXERCISE PRICE. The per share exercise price of any option granted hereunder will be the per share fair market price of the Corporation's Common Stock on the date of grant. 7. DATE OPTION BECOMES EXERCISABLE. Each option granted under the Plan will become exercisable upon the later of: (a) the date of grant and (b) the effective date of a registration statement under the Securities Act of 1933 on Form S-8 or similar form registering the shares of the Corporation's Common Stock covered by the option. 8. EXPIRATION DATE; EARLY TERMINATION OF OPTIONS. (a) The expiration date of each option granted under the Plan will be four years from the date of grant, but each such option will be subject to early termination as provided below. (b) An unexercised option granted under the plan will terminate upon any of the following events: (i) DEATH. An unexercised option will terminate upon the earlier of: (A) four years after the date of grant or (B) one year after the optionee's death, if he dies while employed by the Corporation or one of its subsidiaries. (ii) DISABILITY. An unexercised option will terminate upon the earlier of: (A) four years after the date of grant or (B) one year after the optionee's employment with the Corporation and its subsidiaries terminates on account of such optionee's disability. (iii) TERMINATION OF EMPLOYMENT. An unexercised option will terminate immediately upon the date that the optionee's employment with the Corporation and its subsidiaries terminates for any reason other than death or disability. 9. EXERCISE. An option granted hereunder may be exercised as to part or all of the shares covered thereby at any time before the expiration date or earlier termination of such option. If an option granted under this Plan is exercised only in part, it must be exercised for a minimum of 50 shares. During the optionee's lifetime, only the optionee or his guardian or legal representative may exercise the option. If an optionee dies prior to the expiration date of an option granted to him and on the date of his death, he had not exercised the option as to all of the shares covered thereby, the estate or any person who acquires the right to exercise the option by reason of such optionee's death may exercise the option. 10. PAYMENT OF EXERCISE PRICE AND APPLICABLE WITHHOLDING TAXES. Upon exercise of an option granted under the Plan, the option holder must pay in full the exercise price and an amount sufficient to satisfy all federal, state and local income taxes that the Corporation is required to withhold in connection with the exercise of the option. Payment of the exercise price and the amount of any withholding tax requirements shall be made: (a) in cash, (b) in shares of the Corporation's Common Stock, valued at fair market value on the date of exercise or (c) by any combination of cash and shares of the Corporation's Common Stock, valued at fair market value on the date of exercise. 11. TRANSFERABILITY. No option granted hereunder may be transferred except by will or by the laws of dissent and distribution, upon the death of the optionee. 12. MEMORANDUM OF OPTION. The Committee will deliver to each individual to whom an option is granted a memorandum of option, stating the terms of the option. 13. CAPITAL ADJUSTMENTS. The number of shares of Common Stock covered by each outstanding option granted under the Plan, and the exercise price thereof, will be subject to an appropriate and equitable adjustment, as determined by the Committee, to reflect any stock dividend, stock split or share combination, and will be subject to such adjustment as the Committee may deem appropriate to reflect any exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by the Corporation. 14. AMENDMENT OR DISCONTINUANCE. The Plan may be amended, altered or discontinued by the Board at any time. No termination or amendment of the Plan shall materially and adversely affect any rights or obligations of the holder of an option previously granted under the Plan without such holder's consent. 15. EFFECT OF THE PLAN. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person the right to continue in the employment of the Corporation or its subsidiaries. 16. EFFECTIVENESS OF THE PLAN. The Plan shall become effective on May 1, 1992. 17. DEFINITIONS. For purposes of this Plan: (a) the term "disability" shall have the meaning given such term by the Rock Hill National Bank Pension Plan; and (b) the term "fair market value" shall mean, with respect to the Corporation's Common Stock on any given date, the closing price in the primary market or exchange on which the Corporation's Common Stock is traded at the close of trading on the business day immediately preceding the given date, or if the Corporation's Common Stock is not so traded, the average of the closing bid and asked prices of the Common Stock in the over-the-counter market as reported on the National Association of Securities Dealers' Automated Quotation System ("NASDAQ") on such date, if so reported, or if not so reported, the average of the closing bid and asked prices of the Common Stock as furnished by reporting members of the National Association of Securities Dealers, Inc. for such date, or if the Corporation's Common Stock is not traded in the over-the-counter market, such value as is determined in good faith by the Board of Directors. In the event there were no Common Stock transactions on the day preceding the given date, fair market value shall be determined as of the next preceding date on which there were Common Stock transactions.