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Exhibit 99.3

NOTICE: THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT

TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT

 

AMENDED CHANGE OF CONTROL AGREEMENT

This Amended Change of Control Agreement is entered into as of this 5th

day of December, 2007 by and between Cornerstone Bancorp (the "Company") and Ben

L. Garvin (the "Executive").

WHEREAS, on June 8, 2004, the Company and the Executive entered into a

Change of Control Agreement (the "Agreement"); and

WHEREAS, the Company and the Executive desire to amend the Agreement in

compliance with the recently enacted Internal Revenue Code Section 409A and

associated federal regulations.

NOW, THEREFORE, in consideration of the premises and of services

previously provided to the Company by the Executive, and Executive's willingness

to continue employment with the Company, and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

Company and Executive, intending to be legally bound, agree as follows:

The principal purpose of this agreement is to protect Executive against

a Change of Control of the Company as defined in Item 1 below. Executive is,

however, an employee at will, and this agreement is not an employment agreement

and shall not create for Executive any right to continued employment.

1. In the event that, within five years after June 8, 2004, any Change of

Control (as defined below) of the Company is effected, then Executive shall be

entitled to the following benefits:

(a) A lump sum payment equal to two times the Executive's annual base

salary in effect at the effective date of the Change of Control. Such

payment shall be made within five business days following such Change

of Control.

(b) If, however, the amount of any lump-sum payment in (a) above, plus

any other amount treated as a parachute payment under Section 280G of

the Internal Revenue Code equals or exceeds three times the


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