Exhibit 10.3

                           DUTCHFORK BANCSHARES, INC.
                              EMPLOYMENT AGREEMENT

     This AGREEMENT  ("Agreement") is made effective as of June 29, 2000, by and
between  DutchFork  Bancshares,  Inc.  (the  "Holding  Company"),  a corporation
organized under the laws of the State of Delaware with its principal  offices at
1735  Wilson  Road,  Newberry,  South  Carolina  29108  and  J.  Thomas  Johnson
("Executive").  Any  reference  to  "Institution"  or "Bank"  herein  shall mean
Newberry Federal Savings Bank or any successor thereto.

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

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 Holding
Company  ("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,

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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 Holding Company and its direct or indirect subsidiaries ("Subsidiaries") and
participation  in community,  professional  and civic  organizations;  provided,
however,  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 Holding Company or its Subsidiaries,  or materially affect the
performance of Executive's duties pursuant to this Agreement.

     (c)  Notwithstanding  anything contained in this Agreement to the contrary,
Executive's employment with the Holding Company may be terminated by the Holding
Company or Executive during the term of this Agreement, subject to the terms and
conditions  of this  Agreement.  However,  Executive  shall not perform,  in any
respect,  directly  or  indirectly,  during the  pendency  of his  temporary  or
permanent   suspension  or  termination   from  the   Institution,   duties  and
responsibilities formerly performed at the Institution as part of his duties and
responsibilities as Chairman of the Board, President and Chief Executive Officer
of the Holding Company.

3.   COMPENSATION AND REIMBURSEMENT.

     (a) Executive shall be entitled to a salary from the Holding Company or its
Subsidiaries 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 Holding Company and its  Subsidiaries.  Such Base Salary shall
be payable in accordance with the Holding  Company's payroll  practices.  During
the period of this Agreement, Executive's Base Salary shall be reviewed 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 Holding
Company shall also provide Executive, at no premium cost to Executive,  with all
such other benefits as provided  uniformly to permanent  full-time  employees of
the Holding  Company  and its  Subsidiaries.  In  addition,  Executive  shall be
entitled  to  incentive  compensation  and  bonuses as  provided  in any plan or
arrangement of the Holding  Company or its  Subsidiaries  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 Holding Company and its
Subsidiaries  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
that such changes are made  applicable  to all Holding  Company and  Institution
employees eligible to participate in such plans, arrangements and perquisites on
a non-discriminatory basis. Without limiting the generality of the foregoing

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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 Holding  Company or its  Subsidiaries  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.  Executive  shall be entitled to incentive  compensation  and
bonuses as provided in any plan of the Holding  Company and its  Subsidiaries in
which Executive is eligible to participate.  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.

     (c) The Holding Company 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 Holding Company 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) the
termination by the Holding Company of Executive's full-time employment hereunder
for any reason  other  than  termination  governed  by  Subsection  5(a) of this
Agreement,  or for  Cause,  as  defined  in  Section 7 of this  Agreement;  (ii)
Executive's resignation from the Holding Company's employ, upon, any (A) failure
to elect or reelect or to appoint or  reappoint  Executive  as  Chairman  of the
Board, President and Chief Executive Officer,  unless consented to by Executive,
(B) a material change in Executive's function,  duties, or responsibilities with
the Holding Company or its  Subsidiaries,  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,  (C) a 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,  (D) a 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,  (E) a
liquidation  or dissolution of the Holding  Company or the  Institution,  or (F)
breach of this  Agreement by the Holding  Company.  Upon the  occurrence  of any
event  described in clauses (A), (B), (C), (D), (E) or (F),  above,  the Holding
Company  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 Holding Company 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.

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     (b)  Upon  the  occurrence  of an  Event  of  Termination,  on the  Date of
Termination,  as defined in Section 8 of this  Agreement,  the  Holding  Company
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 Holding Company or such lesser number of years in the event that
Executive shall have been employed by the Holding Company for less than five (5)
years.  At the election of Executive,  which  election is to be made prior to an
Event of  Termination,  such payments  shall be made in a lump sum. 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.
In the event the  Institution  is not in  compliance  with its  minimum  capital
requirements  or if such payments  pursuant to this  Subsection 4(b) would cause
the  Institution'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.  Payments made under this Subsection
4(b)  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 Holding  Company
will  cause to be  continued  life,  medical,  dental  and  disability  coverage
substantially  equivalent to the coverage  maintained by the Holding  Company or
its  Subsidiaries  for Executive  prior to his termination at no premium cost to
Executive.  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 Bank or
another affiliate of the Holding Company following his termination of employment
from the Holding Company 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

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<PAGE>

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-fourths  (3/4) 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  employment  at any time
during the twelve (12) month period  following the date of the Change in Control
due to (i) Executive's  dismissal,  or (ii)  Executive's  voluntary  resignation
following  any  demotion,  loss of title,  office or  significant  authority  or
responsibility, reduction in the annual compensation or reduction in 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 or termination for Cause.

     (c) Upon Executive's entitlement to benefits pursuant to Subsection 5(b) of
this Agreement,  the Holding Company shall pay Executive, or in the event of his
subsequent death, his beneficiary or  beneficiaries,  or his estate, as the case
may be, as  severance  pay or  liquidated  damages,  or both, a sum equal to the
greater 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  described in Subsection  (b) of this Section 5
not occurred and all benefits,  including health  insurance,  in accordance with
Subsection  3(b) 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 (ii) three (3) times Executive's Average Annual Compensation
(as defined herein) for the five (5) preceding  taxable years that Executive has
been employed by the Holding  Company or its  Subsidiaries or such lesser number
of years in the event  Executive  shall  have  been  employed  with the  Holding
Company or its Subsidiaries less than five (5) years;  provided,  however,  that
any  payments  pursuant to this  Section 5 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 Holding  Company or
such lesser number of years in the event that Executive shall have been employed
by the Holding Company for less than five (5) years. Average Annual Compensation
shall  include  all  taxable   income  paid  by  the  Holding   Company  or  its
Subsidiaries,  including  but not  limited  to,  Base  Salary,  commissions  and
bonuses,  as well as  contributions  on behalf of  Executive  to any pension and
profit sharing plan, severance payments,  directors or committee fees and fringe
benefits paid or to be paid to Executive  during such years.  At the election of
Executive, which election is to be made prior to a Change in Control, such

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payment  shall be made in a lump sum.  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.  In the event the Bank
is not in compliance with its minimum  capital  requirements or if such payments
pursuant to this  Subsection  5(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.  Payments  under  this  Section 5 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 Company will cause to be continued life, medical, dental and
disability coverage  substantially  equivalent to the coverage maintained by the
Institution  for  Executive  at no  premium  cost  to  Executive  prior  to  his
severance.  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.

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 or  otherwise  paid or  provided  by the  Holding  Company  in
connection with a Change in Control (the "Termination  Benefits")  constitute an
"excess  parachute  payment"  under  Section  280G of the Code or any  successor
thereto,  and in order to avoid such a result, the 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 any  reduction  required  with  respect  to the  Termination
Benefits shall be determined by Executive.

7.   TERMINATION FOR CAUSE.

     The  term  "Termination  for  Cause"  shall  mean  termination  because  of
Executive's  personal  dishonesty,  willful misconduct,  any breach of fiduciary
duty involving  personal profit,  intentional  failure to perform stated duties,
willful violation of any law, rule, regulation (other than traffic violations or
similar  offenses),  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  three-fourths
(3/4) 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 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,  stock options  granted to Executive under any
stock option plan shall not be  exercisable  nor shall any unvested stock awards
granted to Executive

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under any stock  benefit  plan of the  Institution,  the Holding  Company or any
subsidiary or affiliate  thereof,  vest. At the Date of Termination,  such stock
options and any such 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 Holding Company 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.

     (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 (30) 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,  except upon the  occurrence of a
Change in Control and voluntary  termination by Executive in which case the Date
of  Termination  shall  be  the  date  specified  in the  Notice,  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  Holding  Company  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  Holding  Company.   Executive  shall,  upon
reasonable  notice,  furnish  such  information  and  assistance  to the Holding
Company as may reasonably be required by the Holding  Company in connection with
any litigation in which it or any of its  subsidiaries  or affiliates is, or may
become, a party.

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10.  NON-COMPETITION AND NON-DISCLOSURE.

     (a) Upon any termination of Executive's  employment  hereunder  pursuant to
Section 4 of this  Agreement,  Executive  agrees not to compete with the Holding
Company  or its  Subsidiaries  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  Holding  Company or any of its  Subsidiaries  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 Holding Company or its Subsidiaries.
The  parties  hereto,  recognizing  that  irreparable  injury will result to the
Holding Company or its  Subsidiaries,  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 Holding Company or its Subsidiaries,  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.  Executive represents and admits that in the event of the termination
of  his  employment  pursuant  to  Section  7  of  this  Agreement,  Executive's
experience and capabilities  are such that Executive can obtain  employment in a
business  engaged in other lines  and/or of a different  nature than the Holding
Company  or its  Subsidiaries,  and that the  enforcement  of a remedy by way of
injunction will not prevent Executive from earning a livelihood.  Nothing herein
will be construed as prohibiting  the Holding Company or its  Subsidiaries  from
pursuing any other remedies available to the Holding Company or its Subsidiaries
for such breach or  threatened  breach,  including  the recovery of damages from
Executive.

     (b)  Executive  recognizes  and  acknowledges  that  the  knowledge  of the
business activities and plans for business activities of the Holding Company and
its  Subsidiaries as it may exist from time to time, is a valuable,  special and
unique  asset of the  business  of the  Holding  Company  and its  Subsidiaries.
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
Holding Company and its Subsidiaries thereof to any person,  firm,  corporation,
or other entity for any reason or purpose whatsoever unless expressly authorized
by the Board of Directors  or required by law.  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 Holding  Company.  In the event of a
breach or threatened  breach by Executive of the  provisions of this Section 10,
the Holding Company 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 Holding  Company or its  Subsidiaries 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 Holding
Company from pursuing any other  remedies  available to the Holding  Company for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

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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 Holding Company subject to Subsection  11(b)
of this Agreement.

     (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 Institution,  such compensation  payments and benefits
paid by the Institution will be subtracted from any amount due simultaneously to
Executive under similar provisions of this Agreement.  Payments pursuant to this
Agreement and the Institution  Agreement shall be allocated in proportion to the
level of activity  and the time  expended on such  activities  by  Executive  as
determined by the Holding Company and the Institution 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 Holding Company or any
predecessor  of the Holding  Company 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.

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 Holding Company 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

                                       9
<PAGE>

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.  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.

16.  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.

17.  GOVERNING LAW.

     This  Agreement  shall be  governed  by the laws of the  State of  Delaware
regardless of the laws that might otherwise govern under  applicable  principles
of conflicts of law.

18.  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 Institution, 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.

19.  PAYMENT OF LEGAL FEES.

     All  reasonable  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 Holding Company,  if Executive is successful  pursuant to a
legal judgment, arbitration or settlement.

                                       10

<PAGE>

20.  INDEMNIFICATION.

     (a) The Holding  Company  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)  to the fullest extent
permitted  under  Delaware 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 Holding Company  (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.

     (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. Part 359
and any rules or regulations promulgated thereunder.

21.  SUCCESSOR TO THE HOLDING COMPANY.

     The Holding Company 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  Institution  or the  Holding
Company,  expressly  and  unconditionally  to assume  and agree to  perform  the
Holding Company's  obligations  under this Agreement,  in the same manner and to
the same extent that the Holding Company would be required to perform if no such
succession or assignment had taken place.

22.  REQUIRED REGULATORY PROVISIONS.

In the event any of the foregoing  provisions of this Section 22 are in conflict
with the terms of this Agreement, this Section 22 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 of this
Agreement.

     (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 and the Holding Company'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 or
the Holding Company 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.

                                       11
<PAGE>

     (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 and/or the Holding Company
under this 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
and/or the Holding Company 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  and/or the  Holding  Company  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 Holding Company or such lesser number of years in the event
that  Executive  shall have been  employed by the Holding  Company for less than
five (5) years.

                                       12
<PAGE>

                                   SIGNATURES

     IN WITNESS WHEREOF, DutchFork Bancshares, Inc. has caused this Agreement to
be executed and its seal to be affixed  hereunto by its duly authorized  officer
and its directors,  and Executive has signed this  Agreement,  on the 5th day of
July, 2000.



ATTEST:                          DUTCHFORK BANCSHARES, INC.


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




       [SEAL]


WITNESS:                               EXECUTIVE



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


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