EXHIBIT 10.6

            NOTICE: THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT
                  TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT


                               SEVERANCE AGREEMENT

         This Severance Agreement is entered into as of the 5th day of November,
2001,  by and between  James A. Gunter,  ("Mr.  Gunter")  and Carolina  National
Corporation ("CNC").

         For and in consideration of the agreements contained herein,  intending
to be legally bound hereby, the parties agree as follows:

     1. Mr. Gunter  hereby  resigns as president and a director of CNC and as an
organizer and officer of Carolina National Bank & Trust Company  (Proposed) (the
"Bank").  Mr. Gunter hereby resigns from each and every other office or position
he holds with CNC or the Bank.

     2. For a period of one year from the date hereof, CNC will:

          (a)  continue  to pay  Mr.  Gunter  $11,250.00  per  month  (less  any
               required withholding for taxes or similar obligations);

          (b)  furnish or pay for health and dental  insurance for Mr. Gunter on
               the same terms and  conditions as was being  provided on November
               1, 2001; and

          (c)  continue  to make lease  payments on the  automobile  used by Mr.
               Gunter on November 1, 2001.

In order to  assure  the  availability  of funds to make such  payments,  within
fifteen  days  of the  date  of  this  Agreement  CNC  will  deposit  the sum of
$145,000.00 with Haynsworth  Sinkler Boyd, P.A., to be held in its trust account
and disbursed  upon written orders signed by the president of CNC certifying (i)
that the amount to be disbursed  is for a current  payment or  reimbursement  of
payment to or on behalf of Mr. Gunter pursuant to this Section, or (ii) that all
amounts due or to become due to Mr.  Gunter  pursuant to this  Section have been
paid.

     3. Within  twenty  business  days of the date of this  Agreement,  CNC will
redeem  5,000  shares of CNC common stock from Mr.  Gunter for  $50,000.00.  The
redemption is conditional upon Mr. Gunter's surrender to CNC of certificates for
5,000 shares duly assigned to CNC.

     4. Mr. Gunter is hereby  released from any and every  obligation he had not
to  compete  with CNC or the Bank and every  obligation  under  the  Organizers'
Agreement and Subscription Agreement.

     5. (a) Mr. Gunter agrees that he will maintain in confidence all non-public
information in his possession  about CNC, the Bank and any director or organizer
of either.  Mr.  Gunter  agrees not to disparage  CNC, the Bank or any director,
organizer or other person connected with CNC or the Bank.

     (b) CNC  agrees  that it will  not and it will  cause  the  Bank  and  each
officer,  director and  organizer of CNC or the Bank to not disparage Mr. Gunter
or disclose any confidential information about Mr. Gunter to a third party.

     (c)  Nothing in this  Section 5 shall  prevent  any person  from  providing
truthful information to the OCC, FDIC or Federal Reserve.

     6. Mr. Gunter  acknowledges  that the payments and release in Sections 2, 3
and 4 hereby are in full  satisfaction  of each and every  obligation  to him of
CNC, the Board and, to the extent arising out of or being in connection with CNC
or the Bank, every director, officer or organizer of either.

     7. Any dispute  arising under this  Agreement  shall be resolved by binding
arbitration  conducted  in  Columbia,  South  Carolina  under  the  rules of the
American Arbitration Association then in effect.




     8. This Agreement constitutes the entire agreement between the parties with
respect to the matters covered hereby.

     9. This  Agreement  shall inure to the benefit of the parties  hereto their
respective heirs, successors and assigns. This Agreement shall also inure to the
benefit of each officer, director or organizer of CNC or the Bank.


     In witness whereof, the parties have executed Severance Agreement as of the
date first above written.

                              [SIGNATURES OMITTED]



















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