Exhibit 10.1

                          NEWBERRY FEDERAL SAVINGS BANK
                              EMPLOYMENT AGREEMENT

     This AGREEMENT  ("Agreement") is made effective as of June 29, 2000, by and
among Newberry  Federal Savings Bank (the "Bank"),  a federally  chartered stock
savings  bank,  with its  principal  administrative  office at 1735 Wilson Road,
Newberry,  South  Carolina  29108,  DutchFork  Bancshares,  Inc., a  corporation
organized  under the laws of the State of Delaware,  the holding company for the
Bank (the "Holding Company"), and J. Thomas Johnson ("Executive").

     WHEREAS,  the Bank wishes to assure itself of the services of Executive for
the period provided in this Agreement; and

     WHEREAS,  Executive  is  willing  to serve in the  employ  of the Bank on a
full-time basis for said period.

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1.   POSITION AND RESPONSIBILITIES.

     During the period of his employment hereunder, Executive agrees to serve as
Chairman of the Board and Chief Executive  Officer of the Bank.  Executive shall
render   administrative  and  management  services  to  the  Bank  such  as  are
customarily  performed  by persons  situated  in a similar  executive  capacity.
During said period,  Executive also agrees to serve,  if elected,  as an officer
and director of the Holding Company or any subsidiary of the Bank.

2.   TERM.

     (a) The period of  Executive's  employment  under this  Agreement  shall be
deemed to have  commenced as of the date first above written and shall  continue
for a period of thirty-six (36) full calendar months  thereafter.  Commencing on
the first anniversary date of this Agreement, and continuing on each anniversary
thereafter,  the  disinterested  members of the board of  directors  of the Bank
("Board") may extend the  Agreement an  additional  year such that the remaining
term of the Agreement  shall be thirty-six (36) months unless  Executive  elects
not to extend the term of this  Agreement by giving written notice in accordance
with  Section 8 of this  Agreement.  The Board  will  review the  Agreement  and
Executive's  performance  annually for purposes of determining whether to extend
the Agreement  and the  rationale  and results  thereof shall be included in the
minutes of the Board's meeting. The Board shall give notice to Executive as soon
as possible after such review as to whether the Agreement is to be extended.

     (b) During  the  period of  Executive's  employment  hereunder,  except for
periods of absence  occasioned  by illness,  reasonable  vacation  periods,  and
reasonable  leaves of absence,  Executive  shall  devote  substantially  all his
business time, attention,  skill, and efforts to the faithful performance of his
duties hereunder including  activities and services related to the organization,
operation and  management of the Bank and  participation  in community and civic
organizations; provided, however,


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that,  with the approval of the Board,  as  evidenced  by a  resolution  of such
Board,  from time to time,  Executive  may serve,  or continue to serve,  on the
boards of directors of, and hold any other offices or positions in, companies or
organizations, which, in such Board's judgment, will not present any conflict of
interest with the Bank,  or materially  affect the  performance  of  Executive's
duties pursuant to this Agreement.

     (c) Notwithstanding anything in this Agreement to the contrary, Executive's
employment  with the Bank may be terminated by the Bank or Executive  during the
term of this Agreement, subject to the terms and conditions of this Agreement.

3.   COMPENSATION AND REIMBURSEMENT.

     (a) The Bank shall pay Executive as  compensation  a salary of $191,000 per
year ("Base  Salary").  Base Salary  shall  include any amounts of  compensation
deferred by Executive under any tax-qualified retirement or welfare benefit plan
or any other deferred compensation arrangement maintained by the Bank. Such Base
Salary shall be payable in accordance with the regular payroll  practices of the
Bank.  During the period of this  Agreement,  Executive's  Base Salary  shall be
reviewed at least annually in connection with Executive's performance evaluation
by the Board and the Board's  consideration  of any renewal or  extension of the
term of the Agreement. Executive's salary review shall be conducted by the Board
or by a Committee of the Board,  delegated such responsibility by the Board. Any
increase  in Base Salary  shall  become the "Base  Salary" for  purposes of this
Agreement.  In addition to the Base Salary provided in this Subsection 3(a), the
Bank shall also provide  Executive,  at no premium cost to  Executive,  with all
such other benefits as are provided uniformly to permanent  full-time  employees
of the Bank. In addition,  Executive shall be entitled to incentive compensation
and  bonuses  as  provided  in any  plan or  arrangement  of the  Bank in  which
Executive is eligible to participate.

     (b)  Executive  shall be entitled to  participate  in any employee  benefit
plans,  arrangements and perquisites  substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement,  and the Bank will not,  without
Executive's prior written consent, make any changes in such plans,  arrangements
or perquisites  which would materially  adversely affect  Executive's  rights or
benefits  thereunder;  except to the extent such changes are made  applicable to
all  Bank  employees  on a  non-  discriminatory  basis.  Without  limiting  the
generality of the foregoing  provisions of this Subsection 3(b), Executive shall
be entitled to  participate  in or receive  benefits under all plans relating to
stock  options,  restricted  stock awards,  stock  purchases,  pension,  thrift,
supplemental retirement,  profit-sharing,  employee stock ownership,  group life
insurance,  medical and other health and welfare  coverage,  education,  cash or
stock bonuses that are now or hereafter made available by the Bank to its senior
executives and key management  employees,  subject to and on a basis  consistent
with  the  terms,  conditions  and  overall  administration  of such  plans  and
arrangements.  Nothing paid to Executive under any such plan or arrangement will
be deemed to be in lieu of other  compensation  to which  Executive  is entitled
under this Agreement.

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     (c) The Bank  shall  pay or  reimburse  Executive  for all  reasonable  and
documented  expenses which have been authorized by the Board and which Executive
incurred in the  performance of his obligations  under this Agreement.  Further,
the Bank may provide such additional  compensation in such form and such amounts
as the Board may from time to time determine.

4.   PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

     (a) Upon the  occurrence  of an Event of  Termination  (as  defined in this
Agreement)  during  Executive's  term of employment  under this  Agreement,  the
provisions of this Section 4 shall apply. As used in this  Agreement,  an "Event
of  Termination"  shall mean and include any one or more of the  following:  (i)
termination by the Bank of Executive's  full-time  employment  hereunder for any
reason other than a termination  governed by Subsection  5(a) of this Agreement,
or  Termination  for Cause,  as defined  in  Section 7 of this  Agreement;  (ii)
Executive's  resignation  from the Bank's employ upon any (A) material change in
Executive's  function,  duties,  or  responsibilities,  which change would cause
Executive's  position  to become one of lesser  responsibility,  importance,  or
scope from the position and  attributes  thereof  described in Section 1 of this
Agreement,  unless  consented to by Executive,  (B)  relocation  of  Executive's
principal  place of  employment  by more than 25 miles from its  location at the
effective date of this Agreement, unless consented to by Executive, (C) material
reduction in the benefits and perquisites to Executive from those being provided
as of the effective date of this  Agreement,  unless  consented to by Executive,
(D) a liquidation or dissolution of the Bank or Holding  Company,  or (E) breach
of this  Agreement by the Bank.  Upon the  occurrence of any event  described in
clauses (A), (B), (C), (D), or (E) above, the Bank shall have the opportunity to
cure the breach within thirty (30) days after  receiving  notice from  Executive
that an Event of Termination  had occurred.  If the Bank does not cure the event
or  circumstance  constituting  an Event of  Termination  within the time period
prescribed in this Subsection  4(a),  Executive shall have the right to elect to
terminate his employment  under this Agreement by resignation upon not less than
sixty (60) days prior written notice thereafter.

     (b)  Upon  the  occurrence  of an  Event  of  Termination,  on the  Date of
Termination,  as  defined  in  Section 8 of this  Agreement,  the Bank  shall be
obligated  to pay  Executive,  or, in the  event of his  subsequent  death,  his
beneficiary or beneficiaries,  or his estate, as the case may be, a sum equal to
the sum of: (i) the Base Salary and bonuses in accordance  with  Subsection 3(a)
of this  Agreement that would have been paid to Executive for the remaining term
of this  Agreement  had the  Event of  Termination  not  occurred;  and (ii) all
benefits,  including health insurance in accordance with Subsection 3(b) of this
Agreement  that would have been provided to Executive for the remaining  term of
this Agreement had an Event of Termination not occurred; provided, however, that
any payments  pursuant to this  Subsection  4(b) and Subsection 4(c) below shall
not,  in the  aggregate,  exceed  three (3)  times  Executive's  average  annual
compensation  for the five (5) most recent taxable years that Executive has been
employed by the Bank or such lesser number of years in the event that  Executive
shall have been employed by the Bank for less than five (5) years.  In the event
the Bank is not in compliance with its minimum  capital  requirements or if such
payments  pursuant to this  Subsection 4(b) would cause the Bank's capital to be
reduced below its minimum regulatory capital  requirements,  such payments shall
be  deferred  until  such time as the Bank or  successor  thereto  is in capital
compliance. At the election of Executive, which election is to be made

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prior to an Event of  Termination,  such payments shall be made in a lump sum as
of  Executive's  Date of  Termination.  In the event that no  election  is made,
payment to  Executive  will be made on a monthly  basis in  approximately  equal
installments during the remaining term of the Agreement. Such payments shall not
be reduced in the event Executive obtains other employment following termination
of employment.

     (c) Upon the occurrence of an Event of Termination,  the Bank will cause to
be  continued  life,  medical,  dental  and  disability  coverage  substantially
identical  to the  coverage  maintained  by the Bank or the Holding  Company for
Executive  prior to his  termination at no premium cost to Executive,  except to
the  extent  such  coverage  may be changed  in its  application  to all Bank or
Holding Company employees.  Such coverage shall cease upon the expiration of the
remaining term of this Agreement.

     (d) Executive shall not be entitled to receive  benefits under  Subsections
4(b) or 4(c) of this Agreement in the event Executive is employed by the Holding
Company or subsidiary of the Bank following his  termination of employment  from
the Bank as a result of an Event of Termination.

5.   CHANGE IN CONTROL.

     (a) For  purposes of this  Agreement,  a "Change in Control" of the Bank or
Holding Company shall mean an event of a nature that: (i) results in a Change in
Control  of the Bank or the  Holding  Company  within  the  meaning  of the Home
Owners' Loan Act of 1933, as amended and the Rules and  Regulations  promulgated
by the Office of Thrift Supervision  ("OTS") (or its predecessor  agency), as in
effect on the date hereof;  or (ii) without  limitation such a Change in Control
shall be deemed to have  occurred at such time as (A) any  "person" (as the term
is used in  Sections  13(d) and 14(d) of the  Exchange  Act) is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  voting  securities  of  the  Bank  or the  Holding  Company
representing  25% or more of the  Bank's or the  Holding  Company's  outstanding
voting  securities  or right to acquire  such  securities  except for any voting
securities  of the  Bank  purchased  by  the  Holding  Company  and  any  voting
securities  purchased by any employee benefit plan of the Holding Company or its
Subsidiaries,  or (B)  individuals  who  constitute the Board on the date hereof
(the  "Incumbent  Board") cease for any reason to constitute at least a majority
thereof,  provided  that any person  becoming a director  subsequent to the date
hereof whose election was approved by a vote of at least  three-quarters  of the
directors  comprising the Incumbent  Board, or whose  nomination for election by
the Holding Company's stockholders was approved by a Nominating Committee solely
composed of members which are Incumbent Board members, shall be, for purposes of
this clause (B),  considered as though he were a member of the Incumbent  Board,
or  (C) a  plan  of  reorganization,  merger,  consolidation,  sale  of  all  or
substantially  all the  assets of the Bank or the  Holding  Company  or  similar
transaction  is  consummated  in which the Bank or  Holding  Company  is not the
resulting entity.

     (b) If a Change in Control has occurred pursuant to Subsection 5(a) of this
Agreement  or the Board has  determined  that a Change in Control has  occurred,
Executive  shall be entitled to the benefits  provided in paragraphs (c) and (d)
of this Section 5 upon his subsequent termination of

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employment at any time during the twelve (12) month period following the date of
the  Change in Control  due to: (1)  Executive's  dismissal  or (2)  Executive's
voluntary  resignation  following  any  demotion,   loss  of  title,  office  or
significant   authority  or   responsibility,   material   reduction  in  annual
compensation  or benefits or relocation of his principal  place of employment by
more than 25 miles from its location immediately prior to the Change in Control,
unless  such  termination  is because of his death,  disability,  retirement  or
Termination for Cause (as defined in Section 7 of this Agreement).

     (c) Upon Executive's entitlement to benefits pursuant to Subsection 5(b) of
this Agreement,  the Bank shall pay Executive, or in the event of his subsequent
death, his beneficiary or  beneficiaries,  or his estate,  as the case may be, a
sum equal to the greater of: (1) the Base Salary and bonuses in accordance  with
Subsection 3(a) of this Agreement that would have been paid to Executive for the
remaining  term of this  Agreement had the event  described in Subsection (b) of
this Section 5 not occurred and all benefits,  including  health  insurance,  in
accordance  with Subsection 3(b) of this Agreement that would have been provided
to Executive for the remaining term of this Agreement had the event described in
Subsection  (b)  of  this  Section  5 not  occurred;  or  (2)  three  (3)  times
Executive's  Average Annual  Compensation  (as defined  herein) for the five (5)
most recent  taxable years that  Executive has been employed by the Bank or such
lesser number of years in the event that  Executive  shall have been employed by
the Bank for less than five (5) years. Such "Average Annual  Compensation" shall
include all taxable income paid by the Bank,  including but not limited to, Base
Salary, commissions, and bonuses, as well as contributions on Executive's behalf
to any pension and/or profit  sharing plan,  retirement  payments,  directors or
committee  fees and fringe  benefits paid or to be paid to Executive in any such
year and payment of any expense items without accountability or business purpose
or that do not meet the Internal Revenue Service  requirements for deductibility
by the Bank;  provided,  however,  that any  payment  under this  provision  and
Subsection  5(d) below  shall not  exceed  three (3) times  Executive's  Average
Annual Compensation. In the event the Bank is not in compliance with its minimum
capital  requirements  or if such payments  would cause the Bank's capital to be
reduced below its minimum regulatory capital  requirements,  such payments shall
be  deferred  until  such time as the Bank or  successor  thereto  is in capital
compliance. At the election of Executive,  which election is to be made prior to
a Change in Control,  such payment shall be made in a lump sum as of Executive's
Date of Termination. In the event that no election is made, payment to Executive
will be made in  approximately  equal  installments  on a monthly  basis  over a
period  of  thirty-six  (36)  months  following  Executive's  termination.  Such
payments shall not be reduced in the event  Executive  obtains other  employment
following termination of employment.

     (d) Upon Executive's entitlement to benefits pursuant to Subsection 5(b) of
this Agreement,  the Bank will cause to be continued life,  medical,  dental and
disability  coverage  substantially  identical to the coverage maintained by the
Bank for  Executive  prior to his  severance  at no premium  cost to  Executive,
except to the extent that such  coverage may be changed in its  application  for
all Bank  employees on a  non-discriminatory  basis.  Such coverage and payments
shall cease upon the earlier of: (i) the  expiration of  thirty-six  (36) months
following  the Change in Control;  or (ii)  employment  by another  employer who
provides substantially similar life, medical, dental and disability coverage.

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6.   CHANGE IN CONTROL RELATED PROVISIONS.

     Notwithstanding the provisions of Section 5 of this Agreement,  in no event
shall the  aggregate  payments or  benefits to be made or afforded to  Executive
under Section 5 (the  "Termination  Benefits")  constitute an "excess  parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as amended, or
any successor thereto, and in order to avoid such a result, Termination Benefits
will be reduced, if necessary,  to an amount (the "Non-Triggering  Amount"), the
value of which is one  dollar  ($1.00)  less than an  amount  equal to three (3)
times  Executive's  "base amount," as determined in accordance with said Section
280G.  The  allocation of the reduction  required  hereby among the  Termination
Benefits  provided  by  Section  5 of this  Agreement  shall  be  determined  by
Executive.

7.   TERMINATION FOR CAUSE.

     The  term  "Termination  for  Cause"  shall  mean  termination  because  of
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations  or similar  offenses)  or final  cease-and-desist  order or material
breach  of any  provision  of this  Agreement.  Notwithstanding  the  foregoing,
Executive shall not be deemed to have been Terminated for Cause unless and until
there  shall have been  delivered  to him a Notice of  Termination  which  shall
include a copy of a resolution duly adopted by the affirmative  vote of not less
than a majority of the members of the Board at a meeting of the Board called and
held for that purpose (after  reasonable  notice to Executive and an opportunity
for him, together with counsel,  to be heard before the Board),  finding that in
the good faith opinion of the Board,  Executive was guilty of conduct justifying
Termination  for  Cause  and  specifying  the  particulars  thereof  in  detail.
Executive shall not have the right to receive compensation or other benefits for
any period after the Date of Termination for Cause.  During the period beginning
on the date of the Notice of Termination for Cause pursuant to Section 8 of this
Agreement  through the Date of Termination  for Cause,  stock options granted to
Executive  under any stock  option plan shall not be  exercisable  nor shall any
unvested stock awards  granted to Executive  under any stock benefit plan of the
Bank, the Holding Company or any subsidiary or affiliate  thereof,  vest. At the
Date of Termination for Cause,  such stock options and any unvested stock awards
shall  become  null and void and shall not be  exercisable  by or  delivered  to
Executive at any time subsequent to such Termination for Cause.

8.   NOTICE.

     (a)  Any  purported  termination  by the  Bank  or by  Executive  shall  be
communicated by Notice of Termination to the other party hereto. For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate the specific termination  provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances  claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

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     (b) "Date of  Termination"  shall mean the date  specified in the Notice of
Termination  (which,  in the case of a Termination for Cause,  shall not be less
than thirty days from the date such Notice of Termination is given).

     (c) If, within thirty (30) days after any Notice of  Termination  is given,
the party  receiving such Notice of Termination  notifies the other party that a
dispute exists concerning the termination,  the Date of Termination shall be the
date on which the  dispute  is  finally  determined,  either  by mutual  written
agreement  of  the  parties,  by a  binding  arbitration  award,  or by a  final
judgment,  order or decree of a court of  competent  jurisdiction  (the time for
appeal  therefrom  having  expired  and no appeal  having been  perfected)  and,
provided further,  that the Date of Termination shall be extended by a notice of
dispute  only if such  notice is given in good faith and the party  giving  such
notice pursues the resolution of such dispute with reasonable diligence.  Except
as otherwise  provided by this  Agreement,  following  Executive's  receipt of a
Notice of Termination,  his employment with the Bank shall be terminated and his
rights to any and all benefits under this Agreement shall cease.

9.   POST-TERMINATION OBLIGATIONS.

     All  payments  and  benefits to  Executive  under this  Agreement  shall be
subject  to  Executive's  compliance  with this  Section 9 for one (1) full year
after  the  earlier  of the  expiration  of this  Agreement  or  termination  of
Executive's  employment with the Bank.  Executive shall, upon reasonable notice,
furnish  such  information  and  assistance  to the  Bank as may  reasonably  be
required by the Bank in connection with any litigation in which it or any of its
subsidiaries or affiliates is, or may become, a party.

10.  NON-COMPETITION AND NON-DISCLOSURE OF BANK BUSINESS.

     (a) Upon any termination of Executive's  employment  hereunder  pursuant to
Section 4 of this Agreement, Executive agrees not to compete with the Bank for a
period of one (1) year following such termination in any city, town or county in
which  Executive's  normal business office is located and the Bank has an office
or has filed an  application  for  regulatory  approval to  establish an office,
determined as of the  effective  date of such  termination,  except as agreed to
pursuant to a resolution duly adopted by the Board. Executive agrees that during
such period and within said cities, towns and counties, Executive shall not work
for or advise,  consult or otherwise  serve with,  directly or  indirectly,  any
entity whose business materially competes with the depository,  lending or other
business   activities  of  the  Bank.  The  parties  hereto,   recognizing  that
irreparable  injury will result to the Bank,  its  business  and property in the
event of Executive's  breach of this Subsection 10(a) agree that in the event of
any such  breach by  Executive,  the Bank will be  entitled,  in addition to any
other remedies and damages available, to an injunction to restrain the violation
hereof by Executive,  Executive's partners, agents, servants,  employees and all
persons  acting for or under the direction of Executive.  Nothing herein will be
construed as prohibiting the Bank from pursuing any other remedies  available to
the Bank for such breach or threatened breach, including the recovery of damages
from Executive.

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     (b)  Executive  recognizes  and  acknowledges  that  the  knowledge  of the
business activities and plans for business activities of the Bank and affiliates
thereof,  as it may exist from time to time,  is a valuable,  special and unique
asset of the business of the Bank.  Executive will not, during or after the term
of his  employment,  disclose  any  knowledge of the past,  present,  planned or
considered  business activities of the Bank or affiliates thereof to any person,
firm,  corporation,  or other  entity  for any  reason  or  purpose  whatsoever.
Notwithstanding the foregoing,  Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively derived from the business plans and activities of the Bank. Further,
Executive may disclose information regarding the business activities of the Bank
to the OTS and the Federal Deposit Insurance  Corporation ("FDIC") pursuant to a
formal  regulatory  request.  In the event of a breach or  threatened  breach by
Executive of the  provisions of this Section 10, the Bank will be entitled to an
injunction  restraining  Executive  from  disclosing,  in whole or in part,  the
knowledge of the past, present, planned or considered business activities of the
Bank or affiliates thereof, or from rendering any services to any person,  firm,
corporation,  other entity to whom such knowledge, in whole or in part, has been
disclosed or is threatened to be disclosed.  Nothing herein will be construed as
prohibiting the Bank from pursuing any other remedies  available to the Bank for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

11.  SOURCE OF PAYMENTS.

     (a) All payments provided in this Agreement shall be timely paid in cash or
check  from the  general  funds  of the  Bank.  The  Holding  Company,  however,
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder to  Executive  and, if such amounts and benefits due from the Bank are
not timely paid or provided by the Bank, such amounts and benefits shall be paid
or provided by the Holding Company.

     (b)  Notwithstanding  any provision  herein to the contrary,  to the extent
that  payments  and  benefits,  as  provided by this  Agreement,  are paid to or
received  by  Executive  under the  Employment  Agreement  dated June 29,  2000,
between  Executive  and the Holding  Company,  such  compensation  payments  and
benefits  paid by the Holding  Company will be  subtracted  from any amounts due
simultaneously to Executive under similar provisions of this Agreement. Payments
pursuant to this Agreement and the Holding Company  Agreement shall be allocated
in proportion to the services  rendered and time expended on such  activities by
Executive  as  determined  by the  Holding  Company  and the Bank on a quarterly
basis.

12.  EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.

     This Agreement contains the entire understanding between the parties hereto
and  supersedes  any  prior  employment   agreement  between  the  Bank  or  any
predecessor  of the Bank and  Executive,  except that this  Agreement  shall not
affect or operate to reduce any benefit or compensation  inuring to Executive of
a kind elsewhere  provided.  No provision of this Agreement shall be interpreted
to mean that  Executive  is  subject  to  receiving  fewer  benefits  than those
available to him without reference to this Agreement.

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13.  NO ATTACHMENT.

     (a) Except as  required  by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

     (b) This  Agreement  shall be binding  upon,  and inure to the  benefit of,
Executive and the Bank and their respective successors and assigns.

14.  MODIFICATION AND WAIVER.

     (a) This  Agreement may not be modified or amended  except by an instrument
in writing signed by the parties hereto.

     (b) No term or  condition  of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.

15.  REQUIRED PROVISIONS.

     In the event any of the  foregoing  provisions  of this  Section  15 are in
conflict with the terms of this Agreement, this Section 15 shall prevail.

     (a) The Bank may  terminate  Executive's  employment  at any time,  but any
termination by the Bank, other than  Termination for Cause,  shall not prejudice
Executive's  right to  compensation  or other  benefits  under  this  Agreement.
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause as defined in Section 7 hereinabove.

     (b) If Executive is suspended  from office  and/or  temporarily  prohibited
from participating in the conduct of the Bank's affairs by a notice served under
Section  8(e)(3) or 8(g)(1) of the  Federal  Deposit  Insurance  Act,  12 U.S.C.
ss.1818(e)(3)  or (g)(1);  the Bank's  obligations  under this contract shall be
suspended as of the date of service,  unless stayed by appropriate  proceedings.
If the charges in the notice are dismissed, the Bank may in its discretion:  (i)
pay  Executive all or part of the  compensation  withheld  while their  contract
obligations were suspended;  and (ii) reinstate (in whole or in part) any of the
obligations which were suspended.

     (c)  If   Executive  is  removed   and/or   permanently   prohibited   from
participating  in the  conduct of the Bank's  affairs by an order  issued  under
Section  8(e)(4) or 8(g)(1) of the  Federal  Deposit  Insurance  Act,  12 U.S.C.
ss.1818(e)(4) or (g)(1), all obligations of the Bank under this

                                      - 9 -
<PAGE>

contract  shall  terminate  as of the  effective  date of the order,  but vested
rights of the contracting parties shall not be affected.

     (d) If the Bank is in default as defined in Section  3(x)(1) of the Federal
Deposit Insurance Act, 12 U.S.C. ss.1813(x)(1) all obligations of the Bank under
this  contract  shall  terminate as of the date of default,  but this  paragraph
shall not affect any vested rights of the contracting parties.

     (e) All  obligations  of the Bank under this contract  shall be terminated,
except to the extent  determined that  continuation of the contract is necessary
for the continued  operation of the institution:  (i) by the Director of the OTS
(or his designee), the FDIC or the Resolution Trust Corporation, at the time the
FDIC enters into an agreement to provide  assistance to or on behalf of the Bank
under the authority  contained in Section 13(c) of the Federal Deposit Insurance
Act, 12 U.S.C. ss.1823(c);  or (ii) by the Director of the OTS (or his designee)
at the time the  Director (or his  designee)  approves a  supervisory  merger to
resolve  problems  related  to the  operations  of the  Bank or when the Bank is
determined by the Director to be in an unsafe or unsound  condition.  Any rights
of the parties that have already vested,  however, shall not be affected by such
action.

     (f)  Any  payments  made  to  Executive  pursuant  to  this  Agreement,  or
otherwise,   are   subject  to  and   conditioned   upon   compliance   with  12
U.S.C.ss.1828(k)   and  12  C.F.R.ss.545.121   and  any  rules  and  regulations
promulgated thereunder.

     (g) Any payments  made under this  Agreement  shall not, in the  aggregate,
exceed three (3) times  Executive's  Average Annual  Compensation (as defined in
this  Agreement)  for the five (5) most recent  taxable years that Executive has
been  employed  by the Bank or such  lesser  number of years in the  event  that
Executive shall have been employed by the Bank for less than five (5) years.

16.  REINSTATEMENT OF BENEFITS UNDER SUBSECTION 15(b).

     In the event  Executive is suspended  and/or  temporarily  prohibited  from
participating  in the  conduct of the Bank's  affairs by a notice  described  in
Subsection  15(b)  of this  Agreement  (the  "Notice")  during  the term of this
Agreement  and a Change in Control,  as defined  herein,  occurs,  the Bank will
assume its  obligation to pay and  Executive  will be entitled to receive all of
the termination benefits provided for under Section 5 of this Agreement upon the
Bank's receipt of a dismissal of charges in the Notice.

17.  SEVERABILITY.

     If, for any reason,  any  provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

                                     - 10 -
<PAGE>

18.  HEADINGS FOR REFERENCE ONLY.

     The headings of sections  and  paragraphs  herein are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

19.  GOVERNING LAW.

     The validity, interpretation, performance and enforcement of this Agreement
shall be  governed  by the laws of the State of  Delaware,  without  regards  to
principles  of  conflicts  of law of this  state,  but  only to the  extent  not
superseded by federal law.

20.  ARBITRATION.

     Any  dispute  or  controversy  arising  under or in  connection  with  this
Agreement shall be settled exclusively by arbitration,  conducted before a panel
of three  arbitrators  sitting in a location  selected by Executive within fifty
(50) miles from the location of the Bank,  in  accordance  with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

     In the event any dispute or controversy arising under or in connection with
Executive's termination is resolved in favor of Executive,  whether by judgment,
arbitration  or  settlement,  Executive  shall be entitled to the payment of all
back-pay,  including  salary,  bonuses and any other cash  compensation,  fringe
benefits and any compensation and benefits due Executive under this Agreement.

21.  PAYMENT OF COSTS AND LEGAL FEES.

     All reasonable costs and legal fees paid or incurred by Executive  pursuant
to any dispute or question of interpretation relating to this Agreement shall be
paid or reimbursed by the Bank if Executive is successful on the merits pursuant
to a legal judgment, arbitration or settlement.

22.  INDEMNIFICATION.

     (a) The Bank shall provide  Executive  (including his heirs,  executors and
administrators)   with  coverage  under  a  standard  directors'  and  officers'
liability insurance policy at its expense and shall indemnify Executive (and his
heirs,  executors and administrators) as permitted under federal law against all
expenses  and  liabilities  reasonably  incurred  by him in  connection  with or
arising out of any  action,  suit or  proceeding  in which he may be involved by
reason of his having been a director  or officer of the Bank  (whether or not he
continues to be a director or officer at the time of incurring  such expenses or
liabilities),  such expenses and liabilities to include,  but not be limited to,
judgments,   court  costs  and  attorneys'  fees  and  the  cost  of  reasonable
settlements.

                                     - 11 -
<PAGE>

     (b) Any payments made to Executive  pursuant to this Section are subject to
and conditioned upon compliance with 12 U.S.C.ss.1828(k) and 12 C.F.R.ss.545.121
and any rules or regulations promulgated thereunder.

23.  SUCCESSOR TO THE BANK.

     The Bank  shall  require  any  successor  or  assignee,  whether  direct or
indirect,  by  purchase,   merger,   consolidation  or  otherwise,   to  all  or
substantially  all the  business or assets of the Bank or the  Holding  Company,
expressly  and  unconditionally  to  assume  and  agree to  perform  the  Bank's
obligations under this Agreement, in the same manner and to the same extent that
the Bank would be required to perform if no such  succession or  assignment  had
taken place.

                                     - 12 -
<PAGE>

                                   SIGNATURES

     IN WITNESS WHEREOF, Newberry Federal Savings Bank and DutchFork Bancshares,
Inc.  have caused this  Agreement  to be executed  and their seals to be affixed
hereunto by their duly  authorized  officers and  directors,  and  Executive has
signed this Agreement, on the 5th day of July, 2000.

ATTEST:                                NEWBERRY FEDERAL SAVINGS BANK



 /s/ Brenda S. Smith                   By: /s/ Steve P. Sligh
-------------------------------           --------------------------------------
                                          For the Entire Board of Directors



         [SEAL]


ATTEST:                                DUTCHFORK BANCSHARES, INC.
                                                (Guarantor)



 /s/ Brenda S. Smith                   By:  /s/ Steve P. Sligh
-------------------------------           --------------------------------------
                                          For the Entire Board of Directors

         [SEAL]


WITNESS:                                        EXECUTIVE


 /s/ Brenda S. Smith                        /s/ J. Thomas Johnson
-------------------------------           --------------------------------------
                                          J. Thomas Johnson